<PAGE>   1
No. NI25836
                                                                     EXHIBIT 1.1



                 THE COMPANIES (NORTHERN IRELAND) ORDER 1986









                          COMPANY LIMITED BY SHARES









                           ARTICLES OF ASSOCIATION



                                    - of -



                    GALEN HOLDINGS PUBLIC LIMITED COMPANY




                   (Adopted pursuant to Special Resolution
                            passed on 2 July 1997
                  and amended pursuant to Special Resolution
                          passed on 11 August 2000)





<PAGE>   2


<TABLE>
<CAPTION>

                                               TABLE OF CONTENTS

                                                                                       Page
                                                                                       ----
                                                   CONTENTS

<S>                                                                                    <C>
CLAUSE                                                                                 PAGE

PRELIMINARY...............................................................................1
1. EXCLUSION OF TABLE A...................................................................1
2. DEFINITIONS............................................................................1

SHARES....................................................................................3
3. AUTHORISED SHARE CAPITAL...............................................................3
4. RIGHTS ATTACHING TO SHARES.............................................................3
5. REDEMPTION AND PURCHASE OF SHARES......................................................3
6. FINANCIAL ASSISTANCE...................................................................3
7. ALLOTMENT AT DISCOUNT..................................................................3
8. PAYMENT OF COMMISSION..................................................................3
9. UNISSUED SHARES........................................................................3
10. RECOGNITION OF TRUSTS.................................................................4

SHARE CERTIFICATES........................................................................4
11. UNCERTIFICATED SHARES.................................................................4
12. SHARE CERTIFICATES....................................................................5
13. RIGHT TO SHARE CERTIFICATES...........................................................5
14. SHARE CERTIFICATE OF JOINT HOLDERS....................................................5
15. REPLACEMENT OF SHARE CERTIFICATES.....................................................5
16. PAYMENT FOR SHARE CERTIFICATES........................................................5

VARIATION OF RIGHTS.......................................................................6
17. VARIATION OF CLASS RIGHTS.............................................................6
18. SEPARATE GENERAL MEETINGS.............................................................6
19. ISSUES OF FURTHER SHARES..............................................................6

CALLS ON SHARES...........................................................................6
20. CALLS.................................................................................6
21. PAYMENT ON CALLS......................................................................7
22. LIABILITY OF JOINT HOLDERS............................................................7
23. INTEREST DUE ON NON-PAYMENT...........................................................7
24. NON-PAYMENT OF CALLS..................................................................7
25. POWER TO DIFFERENTIATE................................................................7
26. PAYMENT OF CALLS IN ADVANCE...........................................................7

FORFEITURE AND LIEN.......................................................................8
27. NOTICE IF CALL OR INSTALMENT NOT PAID.................................................8
28. FORM OF NOTICE........................................................................8
29. FORFEITURE FOR NON-COMPLIANCE.........................................................8
30. NOTICE AFTER FORFEITURE...............................................................8
31. DISPOSAL OF FORFEITED SHARES..........................................................8
32. ANNULMENT OF FORFEITURE...............................................................9
33. CONTINUING LIABILITY..................................................................9
34. LIEN ON SHARES NOT FULLY PAID.........................................................9
35. ENFORCEMENT OF LIEN BY SALE...........................................................9
</TABLE>

<PAGE>   3

<TABLE>
<S>                                                                                    <C>
36. APPLICATION OF SALE PROCEEDS..........................................................9
37. STATUTORY DECLARATION................................................................11

TRANSFER OF SHARES.......................................................................10
38. UNCERTIFICATED SHARES................................................................10
39. EXECUTION OF TRANSFER................................................................10
40. FORM OF TRANSFER.....................................................................10
41. RIGHT TO DECLINE REGISTRATION........................................................10
42. FURTHER RIGHTS TO DECLINE REGISTRATION...............................................11
43. NOTICE OF REFUSAL....................................................................11
44. NO FEE FOR REGISTRATION..............................................................11
45. SUSPENSION OF REGISTRATION...........................................................11
46. DESTRUCTION OF DOCUMENTS.............................................................11

TRANSMISSION OF SHARES...................................................................12
47. TRANSMISSION ON DEATH................................................................12
48. PERSON ENTITLED BY TRANSMISSION......................................................12
49. RESTRICTIONS ON ELECTION.............................................................13
50. RIGHT OF PERSONS ENTITLED BY TRANSMISSION............................................13

UNTRACED SHAREHOLDERS....................................................................13
51. POWER TO SELL........................................................................13
52. POWER TO SELL FURTHER SHARES.........................................................14
53. AUTHORITY TO EFFECT SALE.............................................................14
54. PRESCRIPTION.........................................................................14

ALTERATION OF CAPITAL....................................................................15
55. INCREASE OF SHARE CAPITAL............................................................15
56. CONSOLIDATION, SUB-DIVISION AND CANCELLATION.........................................15
57. FRACTIONS............................................................................15
58. REDUCTION OF CAPITAL.................................................................16

GENERAL MEETINGS.........................................................................16
59. ANNUAL GENERAL MEETING...............................................................16
60. EXTRAORDINARY GENERAL MEETINGS.......................................................16
61. CONVENING OF EXTRAORDINARY GENERAL MEETINGS..........................................16

NOTICE OF GENERAL MEETINGS...............................................................16
62. LENGTH OF NOTICE.....................................................................16
63. SHORT NOTICE.........................................................................17
64. OMISSION OR NON-RECEIPT OF NOTICE....................................................17
65. POSTPONEMENT OF GENERAL MEETINGS.....................................................17

PROCEEDINGS AT GENERAL MEETINGS..........................................................17
66. ORDINARY AND SPECIAL BUSINESS........................................................17
67. QUORUM...............................................................................18
68. PROCEDURE IF QUORUM NOT PRESENT......................................................18
69. ARRANGEMENTS FOR SIMULTANEOUS ATTENDANCE.............................................18
70. SECURITY ARRANGEMENTS................................................................19
71. CHAIRMAN OF GENERAL MEETING..........................................................19
72. ADJOURNMENTS.........................................................................19
73. ORDERLY CONDUCT......................................................................20
74. DIRECTORS' RIGHT TO ATTEND AND SPEAK.................................................20
</TABLE>
<PAGE>   4

<TABLE>
<S>                                                                                    <C>
75. AMENDMENTS TO RESOLUTIONS............................................................22
76. METHOD OF VOTING.....................................................................22
77. CASTING VOTE OF CHAIRMAN.............................................................23
78. TIMING OF POLL.......................................................................23

VOTES OF MEMBERS.........................................................................23
79. VOTES OF MEMBERS.....................................................................23
80. VOTES OF JOINT HOLDERS...............................................................23
81. VOTING ON BEHALF OF INCAPABLE MEMBER.................................................23
82. NO RIGHT TO VOTE WHERE SUMS OVERDUE..................................................24
83. SUSPENSION OF RIGHTS FOR NON-DISCLOSURE OF INTERESTS.................................24
84. OBJECTIONS TO VOTING.................................................................26
85. VOTING ON A POLL.....................................................................26
86. EXECUTION OF PROXIES.................................................................26
87. APPOINTMENT OF PROXY.................................................................26
88. DELIVERY OF PROXY....................................................................26
89. VALIDITY OF PROXY....................................................................27
90. AUTHORITY OF PROXY TO CALL FOR A POLL................................................27
91. CANCELLATION OF PROXY'S AUTHORITY....................................................27
92. WRITTEN RESOLUTIONS..................................................................27
93. CORPORATE REPRESENTATIVES............................................................28
94. NUMBER OF DIRECTORS..................................................................28
95. DIRECTORS' SHAREHOLDING QUALIFICATION................................................28
96. AGE LIMIT OF DIRECTORS...............................................................28
97. OTHER INTERESTS OF DIRECTORS.........................................................28
98. DIRECTORS' FEES AND EXPENSES.........................................................28
99. ADDITIONAL REMUNERATION..............................................................30
100. REGISTER OF DIRECTORS' INTERESTS....................................................30

ALTERNATE DIRECTORS......................................................................30
101. ALTERNATE DIRECTORS.................................................................30

BORROWING POWERS.........................................................................31
102. DIRECTORS' POWERS...................................................................31
103. RESTRICTIONS ON BORROWING...........................................................31

POWERS AND DUTIES OF DIRECTORS...........................................................33
104. POWERS OF COMPANY VESTED IN THE DIRECTORS...........................................33
105. PENSIONS, INSURANCE AND GRATUITIES FOR DIRECTORS AND OTHERS.........................34
106. LOCAL BOARDS........................................................................34
107. ATTORNEYS...........................................................................35
108. OFFICIAL SEAL.......................................................................35
109. OVERSEAS BRANCH REGISTER............................................................35
110. DIRECTORS' PERMITTED INTERESTS......................................................35
111. EXERCISE OF COMPANY'S VOTING POWERS.................................................37
112. SIGNATURE OF CHEQUES ETC............................................................37
113. MINUTES.............................................................................37

DISQUALIFICATION OF DIRECTORS............................................................38
114. VACATION OF DIRECTOR'S OFFICE.......................................................38

ROTATION OF DIRECTORS....................................................................38
115. NUMBER OF DIRECTORS TO RETIRE BY ROTATION...........................................38
</TABLE>

<PAGE>   5

<TABLE>
<S>                                                                                    <C>
116. IDENTITY OF DIRECTORS TO RETIRE.....................................................39
117. FILLING VACANCIES ARISING ON ROTATION...............................................39
118. APPOINTMENT OF DIRECTORS BY SEPARATE RESOLUTION.....................................39
119. PERSONS ELIGIBLE FOR APPOINTMENT....................................................39
120. CASUAL VACANCIES AND ADDITIONAL DIRECTORS - POWERS OF COMPANY.......................39
121. CASUAL VACANCIES AND ADDITIONAL DIRECTORS - POWERS OF DIRECTORS.....................39
122. POWER OF REMOVAL BY ORDINARY RESOLUTION.............................................40
123. APPOINTMENT OF REPLACEMENT DIRECTOR.................................................40

PROCEEDINGS OF DIRECTORS.................................................................40
124. BOARD MEETINGS AND PARTICIPATION....................................................40
125. QUORUM..............................................................................40
126. NOTICE OF MEETINGS..................................................................41
127. DIRECTORS BELOW MINIMUM.............................................................41
128. APPOINTMENT OF CHAIRMAN.............................................................41
129. DELEGATION OF DIRECTORS' POWERS TO COMMITTEES.......................................41
130. VALIDITY OF DIRECTORS' ACTS.........................................................42
131. WRITTEN RESOLUTION OF DIRECTORS.....................................................42

MANAGING AND EXECUTIVE DIRECTORS.........................................................42
132. APPOINTMENT OF EXECUTIVE DIRECTORS..................................................42
133. REMUNERATION OF EXECUTIVE DIRECTORS.................................................42
134. POWERS OF EXECUTIVE DIRECTORS.......................................................42

SECRETARY................................................................................43
135. APPOINTMENT AND REMOVAL OF SECRETARY................................................43

THE SEAL.................................................................................43
136. USE OF SEAL.........................................................................43
137. EXECUTION HAVING EFFECT OF SEAL.....................................................43

RESERVE..................................................................................43
138. ESTABLISHMENT OF RESERVE............................................................43

DIVIDENDS................................................................................44
139. DECLARATIONS OF DIVIDENDS BY COMPANY................................................44
140. PAYMENT OF INTERIM AND FIXED DIVIDENDS BY DIRECTORS.................................44
141. RESTRICTIONS ON DIVIDENDS...........................................................44
142. CALCULATION OF DIVIDENDS............................................................44
143. DEDUCTIONS OF AMOUNTS DUE ON SHARES AND WAIVER......................................44
144. DIVIDENDS OTHER THAN IN CASH........................................................45
145. PAYMENT PROCEDURE...................................................................45
146. NO INTEREST ON DIVIDENDS............................................................45
147. FORFEITURE OF DIVIDENDS.............................................................46

CAPITALISATION OF PROFITS AND SCRIP DIVIDENDS............................................46
148. POWER TO CAPITALISE.................................................................46
149. SCRIP DIVIDENDS.....................................................................46
150. PROVISION FOR FRACTIONS ETC.........................................................47

ACCOUNTS.................................................................................47
151. ACCOUNTING RECORDS TO BE KEPT.......................................................47
152. INSPECTION OF ACCOUNTING RECORDS....................................................47
</TABLE>

<PAGE>   6

<TABLE>
<S>                                                                                    <C>
153. POWER TO EXTEND INSPECTION..........................................................47
154. ANNUAL ACCOUNTS.....................................................................47
155. DELIVERY OF ANNUAL ACCOUNTS.........................................................47

AUDIT....................................................................................48
156. APPOINTMENT OF AUDITORS.............................................................48

NOTICES..................................................................................48
157. SERVICE OF NOTICE AND CURTAILMENT...................................................48
158. DELETED.............................................................................48
159. NOTICE DEEMED SERVED................................................................49
160. NOTICE TO JOINT HOLDERS.............................................................49
161. SERVICE OF NOTICE ON PERSONS ENTITLED BY TRANSMISSION...............................49
162. DELETED.............................................................................49

PROVISION FOR EMPLOYEES..................................................................49
163. PROVISION FOR EMPLOYEES.............................................................49

WINDING UP...............................................................................49
164. DISTRIBUTION OF ASSETS..............................................................49

INDEMNITY................................................................................50
165. INDEMNITY OF OFFICERS...............................................................50
</TABLE>

<PAGE>   7

No. NI25836


                 THE COMPANIES (NORTHERN IRELAND) ORDER 1986



                          COMPANY LIMITED BY SHARES



                           ARTICLES OF ASSOCIATION

                                    - of -

                    GALEN HOLDINGS PUBLIC LIMITED COMPANY

                   (Adopted pursuant to Special Resolution
                            passed on 2 July 1997)



                                 PRELIMINARY


1.      EXCLUSION OF TABLE A

        The regulations contained in Table A of the Companies (Tables A to F)
        Regulations (Northern Ireland) 1986 and in any Table A applicable to
        the Company under any former enactment relating to companies shall not
        apply to the Company except in so far as they are repeated or contained
        in these Articles.

2.      DEFINITIONS

        In these Articles, unless the context otherwise requires:-

        "ARTICLES" means these Articles of Association as altered from time to
        time;

        "AUDITORS" means the Auditors for the time being of the Company;

        "CLEAR DAYS" notice" means that the notice shall be exclusive of the day
        on which it is served or deemed to be served and of the day for which it
        is given or on which it is to take effect;

               "DIRECTORS" means the Directors for the time being of the
        Company, or, as the case may be, the Board of Directors for the time
        being of the Company or the persons present at a duly convened meeting
        of the Board of Directors or any duly authorised committee thereof at
        which a quorum is present;

        "DIVIDEND" includes bonus;

        "MONTH" means calendar month;


<PAGE>   8

        "OFFICE" means the registered office for the time being of the Company;

        "ORDER" means the Companies (Northern Ireland) Order 1986;

        "PAID UP" includes credited as paid up;

        "REGISTER" means the Register of Members of the Company required to be
        kept by the Statutes;

        "REGULATIONS" means The Uncertified Securities Regulations 1995;

        "SEAL" means the common seal of the Company;

        "SECRETARY" includes a joint, deputy or assistant secretary, and any
        person appointed by the Directors to perform the duties of the Secretary
        of the Company;

        "STATUTES" means the Order and every other statute or subordinate
        legislation for the time being in force concerning companies and
        affecting the Company including every amendment or re-enactment (with or
        without amendment) thereof for the time being in force;

        "UNITED KINGDOM" means Great Britain and Northern Ireland;

        "IN WRITING" and "WRITTEN" includes printing, lithography, typewriting,
        photography and other modes of representing or reproducing words in
        visible form.

        Words importing the singular number only shall include the plural, and
        vice versa.

        Words importing the masculine gender only shall include the feminine
        gender.

        Words importing individuals and words importing persons shall include
        bodies corporate and unincorporated associations.

        Any reference herein to the provisions of any Act or of any subordinate
        legislation shall include any amendment or re-enactment (with or without
        amendment) thereof for the time being in force.

        Subject as aforesaid, and unless the context otherwise requires, words
        and expressions defined in the Statutes shall bear the same meanings in
        these Articles.

        A Special or Extraordinary Resolution shall be effective for any purpose
        for which an Ordinary Resolution is expressed to be required under any
        provision of these Articles.


<PAGE>   9
                                     SHARES

3.      AUTHORISED SHARE CAPITAL

        The capital of the Company as at the date of the adoption of these
        Articles as the Articles of Association of the Company is Pound
        Sterling17,000,000 divided into 170,000,000 ordinary shares of 10 pence
        each.(1)

4.      RIGHTS ATTACHING TO SHARES

        Without prejudice to any special rights previously conferred on the
        holders of any existing shares or class of shares, any share in the
        Company may be issued with such rights (including preferred, deferred or
        other special rights) or such restrictions, whether in regard to
        dividend, voting, return of capital or otherwise as the Company may from
        time to time by Ordinary Resolution determine (or, in the absence of any
        such determination, as the Directors may determine).

5.      REDEMPTION AND PURCHASE OF SHARES

        Subject to the provisions of the Statutes:-

5.1     any shares may be issued which are to be redeemed or are liable to be
        redeemed at the option of the Company or the shareholder on such terms
        and in such manner as may be provided by these Articles; and

5.2     the Company may purchase any of its own shares (including any redeemable
        shares).

6.      FINANCIAL ASSISTANCE

        The Company shall not give any financial assistance for the acquisition
        of shares in the Company except and in so far as permitted by the
        Statutes.

7.      ALLOTMENT AT DISCOUNT

        The shares of the Company shall not be allotted at a discount and save
        as permitted by the Statutes shall not be allotted except as paid up at
        least as to one-quarter of their nominal value and the whole of any
        premium thereon.

8.      PAYMENT OF COMMISSION

        The Company may exercise the powers of paying commissions conferred by
        the Statutes to the full extent thereby permitted. Such commission may
        be satisfied by the payment of cash or the allotment of fully or partly
        paid shares or partly in one way and partly in the other. The Company
        may also on any issue of shares pay such brokerage as may be lawful.




--------------------


(1)     By means of an ordinary resolution passed on 11 August 2000 the share
        capital of the Company was increased from Pound Sterling 17,000,000 to
        Pound Sterling 25,000,000 by the creation of an additional 80,000,000
        new ordinary shares of 10 pence each.

<PAGE>   10

9.      UNISSUED SHARES

        Save as otherwise provided in the Statutes or in these Articles, all
        unissued shares (whether forming part of the original or any increased
        capital) shall be at the disposal of the Directors who may (subject to
        the provisions of the Statutes) allot (with or without conferring a
        right of renunciation), grant options over, offer or otherwise deal with
        or dispose of them to such persons at such times and generally on such
        terms and conditions as they may determine. The Directors may at any
        time after the allotment of any share but before any person has been
        entered in the Register as the holder, recognise a renunciation thereof
        by the allottee in favour of some other person and may accord to any
        allottee of a share a right to effect such renunciation upon and subject
        to such terms and conditions as the Directors may think fit to impose.

10.     RECOGNITION OF TRUSTS

        Except as required by law or pursuant to the provisions of these
        Articles, no person shall be recognised by the Company as holding any
        share upon any trust, and (except only as by these Articles or by law
        otherwise provided or under an order of a court of competent
        jurisdiction) the Company shall not be bound by or be compelled in any
        way to recognise (even when having notice thereof) any equitable,
        contingent, future or partial interest in any share or any interest in
        any fractional part of a share or any other rights in respect of any
        share except an absolute right to the entirety thereof in the registered
        holder.

                              SHARE CERTIFICATES

11.     UNCERTIFICATED SHARES

11.1    Unless otherwise determined by the Directors and permitted by the
        Regulations, no person shall be entitled to receive a certificate in
        respect of any share for so long as the title to that share is evidenced
        otherwise than by a certificate and for so long as transfers of that
        share may be made otherwise than by a written instrument by virtue of
        the Regulations. The Directors shall have power to implement any
        arrangements they may, in their absolute discretion, think fit in
        relation to the evidencing of title to and transfer of an uncertificated
        share (subject always to the Regulations and the facilities and
        requirements of the relevant system concerned).

11.2    Conversion of a certificated share into an uncertificated share, and
        vice versa, may be made in such manner as the Directors may, in their
        absolute discretion, think fit (subject always to the Regulations and
        the facilities and requirements of the relevant system concerned).

11.3    The Company shall enter on the register of members how many shares are
        held by each member in uncertificated form and in certificated form and
        shall maintain the register in each case as required by the Regulations
        and the relevant system concerned. Unless the Directors otherwise
        determine, holdings of the same holder or joint holders in certificated
        form and uncertificated form shall be treated as separate holdings.

11.4    A class of share shall not be treated as two classes by virtue only of
        that class comprising both certificated shares and uncertificated shares
        or as a result of any provision of these
<PAGE>   11

        Articles or the Regulations which apply only in respect of certificated
        or uncertificated shares.

11.5    The provisions of Articles 12 to 16 inclusive shall not apply to
        uncertificated shares.

12.     SHARE CERTIFICATES

        Every share certificate shall specify the number and class and the
        distinguishing number (if any) of the shares to which it relates and the
        amount paid up thereon. No certificate shall be issued relating to
        shares of more than one class.

13.     RIGHT TO SHARE CERTIFICATES

        Subject to Article 11, every person (other than a recognised clearing
        house (within the meaning of the Financial Services Act 1986) or a
        nominee of a recognised clearing house or of a recognised investment
        exchange (within the meaning of the Financial Services Act 1986) in
        respect of whom the Company is not by law required to complete and have
        ready for delivery a certificate) upon becoming the holder of a
        certificated share and whose name is entered as a Member on the Register
        shall be entitled without payment to receive within two months after
        allotment or lodgement of transfer (or within such other period as the
        conditions of issue shall provide) one certificate for all the
        certificated shares registered in his name or, in the case of shares of
        more than one class being registered in his name, a separate certificate
        for each class of certificated share so registered, and where a Member
        (except such a clearing house or nominee) transfers part of the shares
        of any class registered in his name he shall be entitled without payment
        to one certificate for the balance of certificated shares of that class
        retained by him. If a Member shall require additional certificates he
        shall pay for each additional certificate such reasonable sum (if any)
        as the Directors may determine.

14.     SHARE CERTIFICATE OF JOINT HOLDERS

        In respect of certificated shares of one class held jointly by more than
        one person the Company shall not be bound to issue more than one
        certificate, and delivery of a certificate for such shares to one of the
        joint holders of such shares shall be sufficient delivery to all such
        holders.

15.     REPLACEMENT OF SHARE CERTIFICATES

        If any certificate be defaced then upon delivery thereof to the
        Directors they may order the same to be cancelled and may issue a new
        certificate in lieu thereof; and if any certificate be worn out, lost or
        destroyed, then upon proof thereof to the satisfaction of the Directors
        and on such indemnity with or without security as the Directors deem
        adequate being given, a new certificate in lieu thereof shall be given
        to the party entitled to such worn out, lost or destroyed certificate.

16.     PAYMENT FOR SHARE CERTIFICATES

        Every certificate issued under the last preceding Article shall be
        issued without payment, but there shall be paid to the Company such
        exceptional out-of-pocket expenses of the Company

<PAGE>   12
        in connection with the request (including, without limiting the
        generality of the foregoing, the investigation of such request and
        the preparation and execution of any such indemnity or security) as the
        Directors think fit.

<PAGE>   13

                             VARIATION OF RIGHTS

17.     VARIATION OF CLASS RIGHTS

        If at any time the share capital is divided into different classes of
        shares, the rights attached to any class or any of such rights may,
        subject to the provisions of the Statutes, whether or not the Company is
        being wound up, be modified, abrogated or varied with the consent in
        writing of the holders of three-fourths in nominal value of the issued
        shares of that class, or with the sanction of an Extraordinary
        Resolution passed at a separate General Meeting of the holders of the
        shares of that class.

18.     SEPARATE GENERAL MEETINGS

        To every such separate General Meeting the provisions of articles 377,
        378, 384 and 385 of the Order and the provisions of these Articles
        relating to General Meetings shall, mutatis mutandis, so far as
        applicable apply, subject to the following provisions, namely:-

18.1    the necessary quorum at any such meeting, other than an adjourned
        meeting, shall be two persons holding or representing by proxy at least
        one-third in nominal value of the issued shares of the class in question
        and at an adjourned meeting one person holding shares of the class in
        question or his proxy;

18.2    any holder of shares of the class in question present in person or by
        proxy may demand a poll; and

18.3    every holder of shares of the class in question present in person or by
        proxy shall be entitled on a poll to one vote for every share of that
        class held by him.

19.     ISSUES OF FURTHER SHARES

        The rights attached to any class of shares shall, unless otherwise
        expressly provided by the terms of issue of the shares of that class or
        by the terms upon which such shares are for the time being held, be
        deemed not to be modified, abrogated or varied by (a) the creation or
        issue of further shares ranking pari passu therewith or (b) the purchase
        or redemption by the Company of any of its own shares in accordance with
        the Statutes and these Articles.

                               CALLS ON SHARES

20.     CALLS

        The Directors may, subject to the terms of allotment thereof, from time
        to time make such calls upon the Members as they think fit in respect of
        any moneys unpaid on their shares (whether on account of the nominal
        value of the shares or by way of premium) and each Member shall (subject
        to the Company serving on him at least 14 days' notice specifying the
        time or times and place of payment) pay to the Company at the time or
        times and place so specified the amount called on his shares. A call may
        be revoked or postponed, in whole or in part, as the Directors may
        determine. A person upon whom a call is made shall remain

<PAGE>   14

        liable for all calls made upon him notwithstanding the subsequent
        transfer of the shares in respect of which the call was made.

21.     PAYMENT ON CALLS

        A call shall be deemed to have been made at the time when the resolution
        of the Directors authorising the call was passed and may be required to
        be paid by instalments.

22.     LIABILITY OF JOINT HOLDERS

        The joint holders of a share shall be jointly and severally liable to
        pay all calls in respect thereof.

23.     INTEREST DUE ON NON-PAYMENT

        If a sum payable in respect of any call or instalment is not paid on or
        before the day appointed for payment thereof, the person from whom it is
        due shall pay interest on the sum at such rate, not exceeding 15 per
        cent. per annum, as the Directors may determine from the day appointed
        for the payment thereof until the actual payment thereof, and all
        expenses that may have been incurred by the Company by reason of such
        non-payment; but the Directors may, if they shall think fit, waive the
        payment of such interest and expenses or any part thereof.

24.     NON-PAYMENT OF CALLS

        Any sum which by the terms of issue of a share becomes payable on
        allotment or at any fixed date, whether on account of the nominal value
        of the share or by way of premium, shall for the purposes of these
        Articles be deemed to be a call duly made and payable on the date on
        which by the terms of issue the same becomes payable, and in case of
        non-payment all the relevant provisions of these Articles as to payment
        of interest and expenses, forfeiture or otherwise shall apply as if such
        sum had become payable by virtue of a call duly made and notified.

25.     POWER TO DIFFERENTIATE

        The Directors may, on the issue of shares, make arrangements for a
        difference between the holders of such shares in the amounts of calls to
        be paid and in the times of payment of such calls.

26.     PAYMENT OF CALLS IN ADVANCE

        The Directors may, if they think fit, receive from any Member willing to
        advance the same all or any part of the moneys, whether on account of
        the nominal value of the shares or by way of premium, uncalled and
        unpaid upon any shares held by him; and upon all or any of the moneys so
        paid in advance the Directors may (until the same would, but for such
        advance, become presently payable) pay interest at such rate, not
        exceeding (unless the Company in General Meeting shall otherwise direct)
        12 per cent. per annum, as may be agreed upon between the Directors and
        the Member paying such moneys in advance. The Directors may at any time
        on giving not less than three months' notice in writing to such

<PAGE>   15
        Member repay to him the amount by which any such advance exceeds the
        amount actually called upon the shares.

                             FORFEITURE AND LIEN

27.     NOTICE IF CALL OR INSTALMENT NOT PAID

        If any Member fails to pay any call or instalment in full on or before
        the day appointed for payment thereof, the Directors may, at any time
        thereafter, serve a notice on him, or on a person entitled by
        transmission to the shares in respect of which the call was made,
        requiring him to pay so much of the call or instalment as is unpaid,
        together with any interest which may have accrued and any expenses
        incurred by the Company by reason of such non-payment.

28.     FORM OF NOTICE

        The notice shall name a further day (not earlier than the expiration of
        14 days from the date of service of the notice) on or before which, and
        the place where, such call or instalment and such interest and expenses
        as aforesaid are to be paid. The notice shall also state that in the
        event of non-payment at or before the time and at the place appointed,
        the shares in respect of which such call or instalment is payable will
        be liable to be forfeited.

29.     FORFEITURE FOR NON-COMPLIANCE

        If the requirements of any such notice as aforesaid are not complied
        with, any share in respect of which such notice has been given may at
        any time thereafter, before the payment required by the notice has been
        made, be forfeited by a resolution of the Directors to that effect. Such
        forfeiture shall extend to all dividends declared and other moneys
        payable in respect of the shares so forfeited and not actually paid
        before such forfeiture. Forfeiture shall be deemed to occur at the time
        of the passing of the said resolution of the Directors. The Directors
        may accept a surrender of any share liable to be forfeited hereunder
        upon such terms and conditions as they think fit.

30.     NOTICE AFTER FORFEITURE

        When any share has been forfeited notice of the forfeiture shall be
        served upon the person who was before forfeiture the holder of the
        share, or any person entitled to the share by transmission, and an entry
        of the forfeiture or surrender, with the date thereof, shall forthwith
        be made in the Register, but no forfeiture or surrender shall be
        invalidated by any failure to give such notice or make such entry as
        aforesaid.

31.     DISPOSAL OF FORFEITED SHARES

        A share so forfeited or surrendered shall be deemed to be the property
        of the Company, and may be sold, re-allotted or otherwise disposed of
        either to the person who was, before forfeiture, the holder or to any
        other person in such manner, either subject to or discharged from all
        calls made or instalments due prior to the forfeiture or surrender, as
        the Directors think fit: Provided that the Company shall not exercise
        any voting rights in respect of such share and any such share not
        disposed of in accordance with the foregoing within a period of

<PAGE>   16
        three years from the date of its forfeiture or surrender shall
        thereupon be cancelled in accordance with the provisions of the
        Statutes. For the purpose of giving effect to any such sale or other
        disposition the Directors may authorise some person to transfer the
        share so sold or otherwise disposed of to, or in accordance with the
        directions of, the purchaser thereof or other person becoming entitled
        thereto.

32.     ANNULMENT OF FORFEITURE

        The Directors may, at any time before any share so forfeited or
        surrendered shall have been cancelled or sold, re-allotted or otherwise
        disposed of, annul the forfeiture or surrender upon such terms as they
        think fit.

33.     CONTINUING LIABILITY

        Any person whose shares have been forfeited or surrendered shall cease
        to be a Member in respect of those shares and shall surrender to the
        Company for cancellation the certificate for the forfeited or
        surrendered shares, but shall, notwithstanding such forfeiture or
        surrender, remain liable to pay to the Company all moneys which, at the
        date of the forfeiture or surrender, were presently payable by him to
        the Company in respect of the shares, together with interest thereon at
        such rate, not exceeding 15 per cent. per annum, as the Directors may
        determine from the time of forfeiture or surrender until the time of
        payment, but his liability shall cease if and when the Company shall
        have received payment in full of all such moneys in respect of the
        shares, together with interest as aforesaid. The Directors may, if they
        shall think fit, waive the payment of such interest or any part thereof.
        The Company may enforce payment of such moneys without being under any
        obligation to make any allowance for the value of the shares forfeited
        or surrendered or for any consideration received on their disposal.

34.     LIEN ON SHARES NOT FULLY PAID

        The Company shall have a first and paramount lien on every share (not
        being a fully paid share) for all moneys (whether presently payable or
        not) called or payable at a fixed time in respect of such share; but the
        Directors may at any time waive any lien which has arisen and may
        declare any share to be wholly or in part exempt from the provisions of
        this Article. The Company's lien, if any, on a share shall extend to all
        amounts payable in respect of it.

35.     ENFORCEMENT OF LIEN BY SALE

        The Company may sell, in such manner as the Directors think fit, any
        share on which the Company has a lien, but no sale shall be made unless
        a sum in respect of which the lien exists is presently payable, nor
        until the expiration of 14 days after a notice in writing, (i) stating,
        and demanding payment of, the sum presently payable, and (ii) giving
        notice of intention to sell in default of such payment, has been given
        to the registered holder for the time being of the share, or the person
        entitled thereto by reason of his death or bankruptcy or otherwise by
        operation of law.

36.     APPLICATION OF SALE PROCEEDS

        The net proceeds of such sale, after payment of the costs thereof, shall
        be applied in or towards satisfaction of such part of the amount in
        respect of which the lien exists as is

<PAGE>   17

        presently payable. The residue, if any, shall (subject to a like lien
        for sums not presently payable as existed upon the shares before the
        sale) be paid to the person entitled to the shares at the date of
        sale. For giving effect to any such sale the Directors may authorise
        some person to transfer the shares sold to, or in accordance with the
        directions of, the purchaser.

37.     STATUTORY DECLARATION

        A statutory declaration in writing that the declarant is a Director or
        the Secretary of the Company, and that a share has been duly forfeited
        or surrendered or sold to satisfy a lien of the Company on a date stated
        in the declaration, shall be conclusive evidence of the facts stated
        therein against all persons claiming to be entitled to the share. Such
        declaration and the receipt of the Company for the consideration (if
        any) given for the share on the sale, re-allotment or disposal thereof,
        together with, in the case of certificated shares, the share certificate
        delivered to a purchaser or allottee thereof, shall (subject to the
        execution of a transfer if the same be required) constitute a good title
        to the share and the person to whom the share is sold, re-allotted or
        disposed of shall be registered as the holder of the share and shall not
        be bound to see to the application of the purchase money (if any) nor
        shall his title to the share be affected by any irregularity or
        invalidity in the proceedings in reference to the forfeiture, surrender,
        sale, re-allotment or disposal of the share.

                              TRANSFER OF SHARES

38.     UNCERTIFICATED SHARES

        All transfers of uncertificated shares shall be made in accordance with
        and be subject to the provisions of the Regulations and the facilities
        and requirements of the relevant system and, subject thereto, in
        accordance with any arrangements made by the Directors pursuant to
        Article 11.1.

39.     EXECUTION OF TRANSFER

        The instrument of transfer of any certificated share in the Company
        shall be signed by or on behalf of the transferor (and, in the case of a
        share which is not fully paid, shall be signed by or on behalf of the
        transferee). In relation to the transfer of any share (whether a
        certificated or an uncertificated share) the transferor shall be deemed
        to remain the holder of the share until the name of the transferee is
        entered in the Register in respect thereof.

40.     FORM OF TRANSFER

        All transfers of certified shares shall be effected by instrument in
        writing in any usual or common form or any other form which the
        Directors may approve.

41.     RIGHT TO DECLINE REGISTRATION

        Subject to Article 83, the Directors may, in their absolute discretion
        and without assigning any reason therefor, refuse to register any
        transfer of any share which is not a fully paid share (whether
        certificated or uncertificated) provided that, where any such shares are
        admitted to the Official List of the London Stock Exchange, such
        discretion may not be exercised in such a way as to prevent dealings in
        the shares of the relevant class or classes

<PAGE>   18
        from taking place on an open or proper basis. The Directors may
        likewise refuse to register any transfer of a share (whether
        certificated or uncertificated), whether fully paid or not, in favour
        of more than four persons jointly.

42.     FURTHER RIGHTS TO DECLINE REGISTRATION

        In relation to a certificated share, the Directors may decline to
        recognise any instrument of transfer unless:-

42.1    the instrument of transfer is left at the Office, or at such other place
        as the Directors may from time to time determine, accompanied by the
        certificate(s) of the shares to which it relates and such other evidence
        as the Directors may reasonably require to show the right of the
        transferor to make the transfer (and, if the instrument of transfer is
        executed by some other person on his behalf, the authority of that
        person so to do); and

42.2    the instrument of transfer is in respect of only one class of share.

43.     NOTICE OF REFUSAL

        If the Directors refuse to register a transfer they shall, in the case
        of certificated shares, within two months after the date on which the
        transfer was lodged with the Company, send to the transferee notice of
        the refusal and (except in the case of fraud) return to him the
        instrument of transfer or, in the case of uncertificated shares, notify
        such person as may be required by the Regulations and requirements of
        the relevant system concerned. All instruments of transfer which are
        registered may be retained by the Company.

44.     NO FEE FOR REGISTRATION

        No fee shall be charged by the Company on the registration of any
        instrument of transfer, probate, letters of administration, certificate
        of death or marriage, power of attorney, stop notice or other document
        or instruction relating to or affecting the title to any shares or
        otherwise for making any entry in the Register affecting the title to
        any shares.

45.     SUSPENSION OF REGISTRATION

        The registration of transfers may be suspended at such times and for
        such periods as the Directors may from time to time determine, and
        either generally or in respect of any class of shares: Provided always
        that such registration shall not be suspended, either generally or
        otherwise, for more than 30 days in any year.

46.     DESTRUCTION OF DOCUMENTS

        The Company shall be entitled to destroy:-

46.1    any instrument of transfer (which phrase, together with references to
        documents, shall for the purposes of this Article 46 include
        electronically generated or stored communications in relation to the
        transfer of uncertificated shares and any electronic or tangible copies
        of the same) or other document which has been registered, or on the
        basis of which registration was made, at any time after the expiration
        of six years from the date of registration thereof;

<PAGE>   19
46.2    any dividend mandate or any variation or cancellation thereof or any
        notification of change of address, at any time after the expiration of
        two years from the date of recording thereof; and

46.3    any share certificate which has been cancelled, at any time after the
        expiration of one year from the date of such cancellation,

and it shall conclusively be presumed in favour of the Company that every entry
        in the Register purporting to have been made on the basis of an
        instrument of transfer or other document so destroyed was duly and
        properly made, that every instrument of transfer so destroyed was a
        valid and effective instrument duly and properly registered, that every
        share certificate so destroyed was a valid certificate duly and properly
        cancelled and that every other document destroyed hereunder was a valid
        and effective document in accordance with the recorded particulars
        thereof in the books or records of the Company: Provided always that:-

        (a)     the provisions aforesaid shall apply only to the destruction of
                a document in good faith and without express notice to the
                Company that the preservation of such document was relevant to
                any claim (regardless of the parties thereto);

        (b)     nothing contained in this Article shall be construed as imposing
                upon the Company any liability in respect of the destruction of
                any such document earlier than as aforesaid or in any case where
                the conditions of proviso (a) above are not fulfilled; and

        (c)     references in this Article to instruments of transfer shall
                include, in relation to uncertificated shares, instructions
                and/or notifications made in accordance with the relevant system
                concerned relating to the transfer of such shares;

        (d)     references in this Article to the destruction of any document
                include references to its disposal in any manner;

        (e)     in relation to uncertificated shares, the provisions of this
                Article shall apply only to the extent the same are consistent
                with the Regulations.


                            TRANSMISSION OF SHARES

47.     TRANSMISSION ON DEATH

        In case of the death of a Member the survivor or survivors where the
        deceased was a joint holder, and the legal personal representatives of
        the deceased where he was a sole or only surviving holder, shall be the
        only persons recognised by the Company as having any title to his
        interest in the shares; but nothing herein contained shall release the
        estate of a deceased Member from any liability in respect of any share
        which had been solely or jointly held by him.




<PAGE>   20

48.     PERSON ENTITLED BY TRANSMISSION

        Any person becoming entitled to a share in consequence of the death or
        bankruptcy of a Member or otherwise by operation of law may, upon such
        evidence being produced as may from time to time properly be required by
        the Directors and subject as hereinafter provided, elect either to be
        registered himself as holder of the share or to have some person
        nominated by him registered as the transferee thereof, but the Directors
        shall, in either case, have the same right to decline or suspend
        registration as they would have had in the case of a transfer of the
        share by the Member registered as the holder of any such share before
        his death or bankruptcy or other event, as the case may be.

49.     RESTRICTIONS ON ELECTION

        If the person so becoming entitled shall elect to be registered himself,
        he shall deliver or send to the Company a notice in writing signed by
        him stating that he so elects. If he shall elect to have another person
        registered he shall testify his election by executing to that person a
        transfer of the share. All the limitations, restrictions and provisions
        of these Articles relating to the right to transfer and the registration
        of transfers of shares shall be applicable to any such notice or
        transfer as aforesaid as if the death or bankruptcy of the Member or
        other event had not occurred and the notice or transfer were a transfer
        signed by the Member registered as the holder of any such share.

50.     RIGHT OF PERSONS ENTITLED BY TRANSMISSION

        A person becoming entitled to a share by reason of the death or
        bankruptcy of the holder or otherwise by operation of law shall, upon
        supplying to the Company such evidence as the Directors may reasonably
        require to show his title to the share, be entitled to the same
        dividends and other advantages to which he would be entitled if he were
        the registered holder of the share, except that he shall not, before
        being registered as a Member in respect of the share, be entitled in
        respect of it to exercise any right conferred by membership in relation
        to meetings of the Company (including meetings of the holders of any
        class of shares in the Company): Provided always that the Directors may
        at any time give notice requiring any such person to elect either to be
        registered himself or to transfer the share, and, if the notice is not
        complied with within 60 days, the Directors may thereafter withhold
        payment of all dividends, bonuses or other moneys payable in respect of
        the share until the requirements of the notice have been complied with.


                            UNTRACED SHAREHOLDERS

51.     POWER TO SELL

        The Company shall be entitled to sell, at the best price reasonably
        obtainable at the time of sale, any share of a Member or any share to
        which a person is entitled by transmission if and provided that:-

51.1    for a period of 12 years no cheque, warrant or order sent by the Company
        in the manner authorised by these Articles in respect of the share in
        question has been cashed and no communication has been received by the
        Company from the Member or the person entitled by transmission; provided
        that, in such period of 12 years, at least three dividends whether



<PAGE>   21
        interim or final on or in respect of the share in question have become
        payable and no such dividend during that period has been claimed; and

51.2    the Company has, on or after expiration of the said period of 12 years,
        by advertisement in both a national newspaper and a newspaper
        circulating in the area in which the last known address of the member or
        the address at which service of notices may be effected in the manner
        authorised in accordance with the provisions of these Articles is
        located, given notice of its intention to sell such share (but so that
        such advertisements need not refer to the names of the holder(s) of the
        share or identify the share in question); and

51.3    the Company has not, during the further period of three months after the
        publication of such advertisements and prior to the exercise of the
        power of sale, received any communication from the Member or person
        entitled by transmission; and

51.4    if the shares are listed or dealt in on London Stock Exchange Limited,
        the Company has given notice in writing to such Stock Exchange of its
        intention to sell such share.

52.     POWER TO SELL FURTHER SHARES

        If, during any 12 year period or three month period referred to in
        paragraphs 51.1 and 51.3 of the preceding Article, further shares have
        been issued in respect of those held at the beginning of such 12 year
        period or of any previously issued during such periods and all the other
        requirements of such Article have been satisfied in respect of the
        further shares, the Company may also sell such further shares.

53.     AUTHORITY TO EFFECT SALE

        To give effect to any sale pursuant to the previous two Articles, the
        Directors may authorise any person to execute as transferor an
        instrument of transfer of the said share and such instrument of transfer
        shall be as effective as if it had been executed by the registered
        holder of or person entitled by transmission to such share. The
        transferee shall not be bound to see to the application of the purchase
        moneys and the title of the transferee shall not be affected by any
        irregularity or invalidity in the proceedings relating thereto. The net
        proceeds of sale shall belong to the Company which shall be obliged to
        account to the former Member or other person previously entitled as
        aforesaid for an amount equal to such proceeds and shall enter the name
        of such former Member or other person in the books of the Company as a
        creditor for such amount. No trust shall be created in respect of the
        debt, no interest shall be payable in respect of the same and the
        Company shall not be required to account for any money earned on the net
        proceeds, which may be employed in the business of the Company or
        invested in such investments (other than shares of the Company or its
        holding company (if any)) as the Directors may from time to time think
        fit.

54.     PRESCRIPTION

        If either (i) on two consecutive occasions cheques, warrants or orders
        in payment of dividends or other moneys payable in respect of any share
        have been sent through the post or otherwise in accordance with the
        provisions of these Articles but have been returned undelivered or left
        uncashed during the periods for which the same are valid or any transfer
        by bank or other funds transfer system has not been satisfied; or (ii)
        following one such


<PAGE>   22
        occasion reasonable enquiries have failed to establish any new address
        of the registered holder; the Company need not thereafter despatch
        further cheques, warrants or orders and need not thereafter transfer
        any sum (as the case may be) in payment of dividends or other moneys
        payable in respect of the share in question until the Member or other
        person entitled thereto shall have communicated with the Company and
        supplied in writing to the Office an address for the purpose.


<PAGE>   23



                            ALTERATION OF CAPITAL

55.     INCREASE OF SHARE CAPITAL

        The Company may from time to time by Ordinary Resolution increase its
        share capital by such sum, to be divided into shares of such amount, as
        the resolution shall prescribe. All new shares shall be subject to the
        provisions of these Articles with reference to allotment, payment of
        calls, forfeiture, lien, transfer and transmission and otherwise.

56.     CONSOLIDATION, SUB-DIVISION AND CANCELLATION

        The Company may by Ordinary Resolution:-

56.1    consolidate and divide all or any of its share capital into shares of
        larger amount than its existing shares;

56.2    sub-divide its existing shares, or any of them, into shares of smaller
        amount, provided that:-

        (a)     in the sub-division the proportion between the amount paid and
                the amount, if any, unpaid on each reduced share shall be the
                same as it was in the case of the share from which the reduced
                share is derived; and

        (b)     the resolution whereby any share is sub-divided may determine
                that as between the resulting shares one or more of such shares
                may be given any preference or advantage or be subject to any
                restriction as regards dividend, capital, voting or otherwise
                over the others or any other of such shares;

56.3    cancel any shares which, at the date of the passing of the resolution,
        have not been taken or agreed to be taken by any person, and diminish
        the amount of its share capital by the amount of the shares so
        cancelled.

57.     FRACTIONS

        Subject to any direction by the Company in General Meeting, whenever as
        the result of any consolidation or division of shares Members of the
        Company are entitled to any issued shares of the Company in fractions,
        the Directors may deal with such fractions as they shall determine and
        in particular may sell the shares to which Members are so entitled in
        fractions to any person (including, subject to the provisions of the
        Statutes, the Company) and pay and distribute to and amongst the Members
        entitled to such shares in due proportions the net proceeds of the sales
        thereof. For the purpose of giving effect to any such sale the Directors
        may, in respect of certificated shares, nominate some person to execute
        a transfer of the shares sold on behalf of the Members so entitled to
        or, in respect of uncertificated shares, nominate any person to transfer
        such shares in accordance with the facilities and requirements of the
        relevant system concerned or, in either case, in accordance with the
        directions of the purchaser thereof and may cause the name of the
        transferee(s) to be entered in the Register as the holder(s) of the
        shares comprised in any such transfer, and such transferee(s) shall not
        be bound to see to the application of the purchase money nor shall such
        transferee(s) title to the shares be affected by any irregularity or
        invalidity in the



<PAGE>   24
        proceedings in reference to the sale. For the purposes of this
        Article, any shares representing fractional entitlements to which any
        member would, but for this Article, become entitled may be issued in
        certificated form or uncertificated form.

58.     REDUCTION OF CAPITAL

        Subject to the provisions of the Statutes, the Company may by Special
        Resolution reduce its share capital, any capital redemption reserve and
        any share premium account in any way.


                               GENERAL MEETINGS

59.     ANNUAL GENERAL MEETING

        The Company shall in each year hold a General Meeting as its Annual
        General Meeting in addition to any other meetings in that year, and not
        more than 15 months shall elapse between the date of one Annual General
        Meeting of the Company and that of the next. The Annual General Meeting
        shall be held at such time and place as the Directors shall appoint.

60.     EXTRAORDINARY GENERAL MEETINGS

        All General Meetings other than Annual General Meetings shall be called
        Extraordinary General Meetings.

61.     CONVENING OF EXTRAORDINARY GENERAL MEETINGS

        The Directors may, whenever they think fit, convene an Extraordinary
        General Meeting, and Extraordinary General Meetings shall also be
        convened on such requisition, or, in default, may be convened by such
        requisitionists, as provided by the Statutes. If at any time there are
        not within the United Kingdom sufficient Directors capable of acting to
        form a quorum the Directors in the United Kingdom capable of acting may
        convene an Extraordinary General Meeting in the same manner as nearly as
        possible as that in which meetings may be convened by the Directors.


                           NOTICE OF GENERAL MEETINGS

62.     LENGTH OF NOTICE

        An Annual General Meeting and a meeting called for the passing of a
        Special Resolution shall be called by not less than 21 clear days'
        notice in writing, and a meeting of the Company other than an Annual
        General Meeting or a meeting for the passing of a Special Resolution
        shall be called by not less than 14 clear days' notice in writing. The
        notice shall specify the place, the day and the time of meeting and, in
        the case of any special business, the general nature of that business.
        It shall be given, in the manner hereinafter mentioned or in such other
        manner, if any, as may be prescribed by the Company in General Meeting,
        to such persons as are, under these Articles, entitled to receive such
        notices from the Company and shall comply with the provisions of the
        Statutes as to informing Members of their right to appoint proxies. A
        notice calling an Annual General Meeting shall specify the meeting as
        such and a notice convening a meeting to pass an Extraordinary
        Resolution or a Special Resolution as the case may be shall specify the
        intention to propose the resolution as such.


<PAGE>   25

63.     SHORT NOTICE

        A meeting of the Company shall, notwithstanding that it is called by
        shorter notice than that specified in the last preceding Article, be
        deemed to have been duly called if it is so agreed:-

63.1    in the case of a meeting called as the Annual General Meeting, by all
        the Members entitled to attend and vote thereat; and

63.2    in the case of any other meeting, by a majority in number of the Members
        having a right to attend and vote at the meeting, being a majority
        together holding not less than 95 per cent. in nominal value of the
        shares giving that right.

64.     OMISSION OR NON-RECEIPT OF NOTICE

        The accidental omission to give notice of a meeting, or to send a form
        of proxy with a notice where required by these Articles, to any person
        entitled to receive notice, or the non-receipt of notice of a meeting or
        form of proxy by any such person, shall not invalidate the proceedings
        at that meeting.

65.     POSTPONEMENT OF GENERAL MEETINGS

        If the Directors, in their absolute discretion, consider that it is
        impractical or unreasonable for any reason to hold a General Meeting on
        the date or at the time or place specified in the notice calling the
        General Meeting, they may postpone the General Meeting to another date,
        time and/or place. When a meeting is so postponed, notice of the date,
        time and place of the postponed meeting shall be placed in at least two
        national newspapers in the United Kingdom. Notice of the business to be
        transacted at such postponed meeting shall not be required.


                       PROCEEDINGS AT GENERAL MEETINGS

66.     ORDINARY AND SPECIAL BUSINESS

        All business shall be deemed special that is transacted at an
        Extraordinary General Meeting and also all that is transacted at an
        Annual General Meeting with the exception of:-

66.1    receiving, considering, laying before the Company or adopting the
        accounts and balance sheets and the reports of the Directors and
        Auditors;

66.2    declaring a dividend;

66.3    electing Directors appointed by the Board pursuant to the provisions of
        Article 121 or re-electing Directors retiring by rotation pursuant to
        the provisions of Article 115;

66.4    appointing the Auditors;

66.5    settling the remuneration of the Directors and Auditors or determining
        the manner in which the remuneration is to be settled;


<PAGE>   26

66.6    authorising the Board under the provisions of sub-section (1) of article
        90 of the Order to issue relevant securities (as defined in sub-section
        (2) of article 90) whether by the passing of a resolution conferring
        specific or general authority or by amending these Articles; and

66.7    giving the Board power under the provisions of sub-section (1) of
        article 105 of the Order to allot equity securities (as defined in
        sub-section (2) of article 104) for a consideration comprised wholly in
        cash as if sub-section (1) of article 99 did not apply whether by the
        passing of a resolution or by amending these Articles.

PROVIDED THAT where any resolution pursuant to sub-paragraphs 66.5 and 66.6
        above is proposed to be considered by the members at an Annual General
        Meeting the full text of such resolution shall be set out in the notice
        convening the relevant Annual General Meeting.

67.     QUORUM

        No business shall be transacted at any General Meeting unless a quorum
        is present at the time when the meeting proceeds to business; save as
        herein otherwise provided, two Members present in person or by proxy and
        entitled to vote shall be a quorum. The appointment of a Chairman in
        accordance with the provisions of these Articles shall not be treated as
        part of the business of the meeting.

68.     PROCEDURE IF QUORUM NOT PRESENT

        If within five minutes (or such longer time as the Chairman may decide)
        from the time appointed for the meeting a quorum is not present, the
        meeting, if convened by or upon the requisition of Members, shall be
        dissolved. In any other case it shall stand adjourned to such time
        (being not less than 14 days nor more than 28 days later) and place as
        the Chairman shall appoint. If at such adjourned meeting a quorum be not
        present within five minutes from the time appointed therefor, the Member
        or Members present in person or by proxy and entitled to vote shall have
        power to decide upon all matters which could properly have been disposed
        of at the meeting from which the adjournment took place. The Company
        shall give not less than seven clear days' notice of any meeting
        adjourned for want of a quorum, and the notice shall state that the
        Member or Members present as aforesaid shall form a quorum and shall
        have the power aforesaid.

69.     ARRANGEMENTS FOR SIMULTANEOUS ATTENDANCE

69.1    In the case of any General Meeting, the Directors may, notwithstanding
        the specification in the notice convening the General Meeting (the
        "Principal Place") at which the chairman of the meeting shall preside,
        make arrangements for simultaneous attendance and participation at other
        places by Members and proxies entitled to attend the General Meeting but
        excluded from the Principal Place under the provisions of this Article
        69.

69.2    Such arrangements for simultaneous attendance at the General Meeting may
        include arrangements regarding the level of attendance at the other
        places provided that they shall operate so that any Members and proxies
        excluded from attendance at the Principal Place are able to attend at
        one of the other places. For the purpose of all other provisions of
        these


<PAGE>   27

        Articles any such General Meeting shall be treated as being held
        and taking place at the Principal Place.

69.3    The Directors may, for the purpose of facilitating the organisation and
        administration of any General Meeting to which such arrangements apply,
        from time to time make arrangements, whether involving the issue of
        tickets (on a basis intended to afford to all Members and proxies
        entitled to attend the meeting an equal opportunity of being admitted to
        the Principal Place) or the imposition of some random means of selection
        or otherwise as they shall in their absolute discretion consider to be
        appropriate, and may from time to time vary any such arrangements or
        make new arrangements in their place and the entitlement of any Member
        or proxy to attend a General Meeting at the Principal Place shall be
        subject to such arrangements as may for the time being in force whether
        stated in the notes of the General Meeting to apply to that Meeting or
        notified to the Members concerned subsequent to the provision of the
        notice of the General Meeting.

70.     SECURITY ARRANGEMENTS

        The Directors or the Chairman of the meeting or any person authorised by
        the Directors may direct that Members or proxies wishing to attend any
        General Meeting should submit to such searches or other security
        arrangements or restrictions as the Directors or the Chairman of the
        meeting or such person authorised by the Directors shall consider
        appropriate in the circumstances and shall be entitled in their or his
        absolute discretion to refuse entry to, or to eject from, such General
        Meeting any member or proxy who fails to submit to such searches or
        otherwise to comply with such security arrangements or restrictions.

71.     CHAIRMAN OF GENERAL MEETING

        The Chairman, if any, of the Board of Directors (or, in his absence, any
        Deputy Chairman) shall preside as Chairman at every General Meeting of
        the Company. If there be no such Chairman or Deputy Chairman, or if at
        any General Meeting he shall not be present within fifteen minutes after
        the time appointed for holding the meeting or is unwilling to act as
        Chairman, the Directors present shall select one of their number to be
        Chairman; or if no Director be present and willing to take the chair the
        Members present and entitled to vote shall choose one of their number to
        be Chairman of the meeting.

72.     ADJOURNMENTS

72.1    The Chairman may, at any time without the consent of the meeting,
        adjourn any meeting (whether or not it has commenced or has already been
        adjourned or a quorum is present) either sine dei or to another time or
        place where it appears to him that (a) the Members wishing to attend
        cannot be conveniently accommodated in the place appointed for the
        meeting, (b) the conduct of any persons prevents or is likely to prevent
        the orderly continuation of business or (c) an adjournment is otherwise
        necessary so that the business of the meeting may be properly conducted.

72.2    The Chairman may, with the consent of any meeting at which a quorum is
        present (and shall if so directed by the meeting), adjourn the meeting
        from time to time and from place to place; but no business shall be
        transacted at any adjourned meeting other than the business left
        unfinished at the meeting from which the adjournment took place. When a
        meeting is


<PAGE>   28

        adjourned for 30 days or more, not less than seven clear days' notice
        in writing of the adjourned meeting shall be given specifying the day,
        the place and the time of the meeting as in the case of an original
        meeting, but it shall not be necessary to specify in such notice the
        nature of the business to be transacted at the adjourned meeting. Save
        as aforesaid it shall not be necessary to give any notice of an
        adjournment.

73.     ORDERLY CONDUCT

        The Chairman shall, at any meeting, take such action as he thinks fit to
        promote the orderly conduct of the business of the meeting as laid down
        in the notice of the meeting and the Chairman's decision on matters of
        procedure or arising incidentally from the business of the meeting shall
        be final, as shall be his determination as to whether any matter is of
        such a nature.

74.     DIRECTORS' RIGHT TO ATTEND AND SPEAK

        Each Director shall be entitled to attend and speak at any General
        Meeting of the Company and at any separate General Meeting of the
        holders of any class of shares in the Company. The Chairman may invite
        any person to attend and speak at any General Meeting of the Company
        whom the Chairman considers to be equipped by knowledge or experience of
        the Company's business to assist in the deliberations of the meeting.

75.     AMENDMENTS TO RESOLUTIONS

        If an amendment shall be proposed to any resolution under consideration
        but shall in good faith be ruled out of order by the Chairman of the
        meeting the proceedings on the substantive resolution shall not be
        invalidated by any error in such ruling. In the case of a resolution
        duly proposed as a Special or Extraordinary Resolution no amendment
        thereto (other than an amendment to correct a patent error) may in any
        event be considered or voted upon.

76.     METHOD OF VOTING

76.1    At any General Meeting a resolution put to the vote of the meeting shall
        be decided on a show of hands unless a poll is (before or on the
        declaration of the result of the show of hands) demanded:-

        (a)     by the Chairman; or

        (b)     by at least three Members present in person or by proxy and
                entitled to vote; or

        (c)     by any Member or Members present in person or by proxy and
                representing not less than one-tenth of the total voting rights
                of all the Members having the right to vote at the meeting; or

        (d)     by a Member or Members present in person or by proxy holding
                shares in the Company conferring a right to vote at the meeting
                being shares on which an aggregate sum has been paid up equal to
                not less than one-tenth of the total sum paid up on all shares
                conferring that right.

<PAGE>   29

76.2    Unless a poll be so demanded a declaration by the Chairman that a
        resolution has on a show of hands been carried or carried unanimously,
        or by a particular majority, or lost and an entry to that effect in the
        book containing the minutes of the proceedings of the Company shall be
        conclusive evidence of the fact without proof of the number or
        proportion of the votes recorded in favour of or against such
        resolution.

76.3    Except as provided in Article 78, if a poll is duly demanded it shall be
        taken in such manner (including the use of ballot or voting papers or
        tickets) as the Chairman of the meeting directs and he may appoint
        scrutineers and fix a time and place for declaring the result of the
        poll. The result of the poll shall be deemed to be the resolution of the
        meeting at which the poll was demanded.

77.     CASTING VOTE OF CHAIRMAN

        In the case of an equality of votes, whether on a show of hands or on a
        poll, the Chairman of the meeting at which the show of hands takes place
        or at which the poll is demanded, shall be entitled to a second or
        casting vote.

78.     TIMING OF POLL

        A poll demanded on the election of a Chairman or on the question of an
        adjournment shall be taken forthwith. A poll demanded on any other
        question shall be taken either immediately or at such subsequent time
        (not being more than 30 days after the date of the meeting or adjourned
        meeting at which the poll is demanded) and place as the Chairman may
        direct. No notice need be given of a poll not taken immediately. Any
        business other than that upon which a poll has been demanded may be
        proceeded with pending the taking of the poll. The demand for a poll may
        be withdrawn with the consent of the Chairman at any time before the
        close of the meeting or the taking of the poll, whichever is the
        earlier, and in that event shall not invalidate the result of a show of
        hands declared before the demand was made.


                               VOTES OF MEMBERS

79.     VOTES OF MEMBERS

        Subject to any rights or restrictions for the time being attached to any
        class or classes of shares and to any other provisions of these
        Articles, on a show of hands every Member present in person shall have
        one vote, and on a poll every Member present in person or by proxy shall
        have one vote for each share of which he is the holder.

80.     VOTES OF JOINT HOLDERS

        In the case of joint holders of a share, the vote of the senior who
        tenders a vote, whether in person or by proxy, shall be accepted to the
        exclusion of the votes of the other joint holders; and for this purpose
        seniority shall be determined by the order in which the names stand in
        the Register in respect of the share.

81.     VOTING ON BEHALF OF INCAPABLE MEMBER

<PAGE>   30

        A Member in respect of whom an order has been made by any court having
        jurisdiction (in the United Kingdom or elsewhere) in matters concerning
        mental disorder may vote, whether on a show of hands or on a poll, by
        his receiver curator bonis or other person authorised in that behalf
        appointed by that court, and such receiver curator bonis or other person
        may, on a poll, vote by proxy, provided that evidence to the
        satisfaction of the Directors of the authority of the person claiming to
        exercise the right to vote has been delivered at the Office (or at such
        other place as may be specified in accordance with these Articles for
        the delivery of instruments appointing a proxy) not later than the last
        time at which an instrument of proxy should have been delivered in order
        to be valid for use at that meeting or on the holding of that poll.

82.     NO RIGHT TO VOTE WHERE SUMS OVERDUE

        No Member shall, unless the Directors otherwise determine, be entitled,
        in respect of any share in the capital of the Company held by him, to be
        present or to vote on any question, either in person or by proxy, at any
        General Meeting, or separate General Meeting of the holders of any class
        of shares of the Company, or to be reckoned in a quorum, if any call or
        other sum presently payable by him to the Company in respect of such
        share remains unpaid.

83.     SUSPENSION OF RIGHTS FOR NON-DISCLOSURE OF INTERESTS

83.1    If any Member, or any other person appearing to the Directors to be
        interested in any shares in the capital of the Company held by such
        Member, has been duly served with a notice under article 220 of the
        Order and is in default for the period of 14 days from the date of
        service of the notice under the said article 220 in supplying to the
        Company the information thereby required, then the Company may (at the
        absolute discretion of the Directors) at any time thereafter by notice
        (a "restriction notice") to such Member direct that, in respect of the
        shares in relation to which the default occurred and any other shares
        held at the date of the restriction notice by the Member, or such of
        them as the Directors may determine from time to time, (the "restricted
        shares" which expression shall include any further shares which are
        issued in respect of any restricted shares), the Member shall not, nor
        shall any transferee to which any of such shares are transferred other
        than pursuant to a permitted transfer or pursuant to paragraph 83.2(c)
        below, be entitled to be present or to vote on any question, either in
        person or by proxy, at any General Meeting of the Company or separate
        General Meeting of the holders of any class of shares of the Company, or
        to be reckoned in a quorum.

83.2    Where the restricted shares represent at least 0.25 per cent.
        (in nominal value) of the issued shares of the same class as the
        restricted shares, then the restriction notice may also direct that:-

        (a)     any dividend or any part thereof or other moneys which would
                otherwise be payable on or in respect of the restricted shares
                shall be withheld by the Company; shall not bear interest
                against the Company; and shall be payable (when the restriction
                notice ceases to have effect) to the person who would but for
                the restriction notice have been entitled to them; and/or

        (b)     where an offer of the right to elect to receive shares of the
                Company instead of cash in respect of any dividend or part
                thereof is or has been made by the Company, any
<PAGE>   31

                election made thereunder by such Member in respect of such
                restricted shares shall not be effective; and/or

        (c)     no transfer of any of the shares held by such Member shall be
                recognised or registered by the Directors unless the transfer is
                a permitted transfer or:-

                (i)     the Member is not himself in default as regards
                        supplying the information required; and

                (ii)    the transfer is of part only of the Member's holding
                        and, when presented for registration, is accompanied by
                        a certificate by the Member in a form satisfactory to
                        the Directors to the effect that after due and careful
                        enquiry the Member is satisfied that none of the shares
                        the subject of the transfer are restricted shares.

Upon the giving of a restriction notice its terms shall apply accordingly.

83.3    The Company shall send a copy of the restriction notice to each other
        person appearing to be interested in the shares the subject of such
        notice, but the failure or omission by the Company to do so shall not
        invalidate such notice.

83.4    Any restriction notice shall have effect in accordance with its terms
        until 7 days after the Directors are satisfied that the default in
        respect of which the restriction notice was issued no longer continues
        but shall cease to have effect in relation to any shares which are
        transferred by such Member by means of a permitted transfer or in
        accordance with paragraph 83.2(c) above on receipt by the Company of
        notice that a transfer as aforesaid has been made. The Company may (at
        the absolute discretion of the Directors) at any time give notice to the
        Member cancelling, or suspending for a stated period the operation of, a
        restriction notice in whole or in part.

83.5    For the purposes of this Article:-

        (a)     a person shall be treated as appearing to be interested in any
                shares if the Member holding such shares has given to the
                Company a notification whether following service of a notice
                under the said article 220 or otherwise which either (1) names
                such person as being so interested or (2) (after taking into
                account the said notification and any other relevant information
                in the possession of the Company) the Company knows or has
                reasonable cause to believe that the person in question is or
                may be interested in the shares; and

        (b)     a transfer of shares is a permitted transfer if but only if:-

                (i)     it is a transfer by way of, or in pursuance of,
                        acceptance of a takeover offer for the Company (as
                        defined in article 421 of the Order); or

                (ii)    the Directors are satisfied that the transfer is made
                        pursuant to a bona fide sale of the whole of the
                        beneficial ownership of the shares to a third party
                        unconnected with the transferring Member or with any
                        other person appearing to the Directors to be interested
                        in such shares (and for the purposes of this


<PAGE>   32

                        sub-paragraph any associate (as that term is defined in
                        article 4 of the Insolvency (Northern Ireland) Order
                        1989) of the Member or of any other person appearing to
                        the Directors to be interested in any of the restricted
                        shares shall be deemed to be connected with the
                        transferring Member); or

                (iii)   the transfer results from a sale made on or through
                        London Stock Exchange Limited or any stock exchange
                        outside the United Kingdom on which the Company's shares
                        of the same class as the restricted shares are normally
                        dealt in.

83.6    The provisions of this Article are in addition and without prejudice to
        the provisions of the Statutes.

84.     OBJECTIONS TO VOTING

        No objection shall be raised to the qualification of any voter except at
        the meeting or adjourned meeting at which the vote objected to is given
        or tendered, and every vote not disallowed at such meeting shall be
        valid for all purposes. Any such objection made in due time shall be
        referred to the Chairman of the meeting, whose decision shall be final
        and conclusive.

85.     VOTING ON A POLL

        On a poll votes may be given personally or by proxy and a Member
        entitled to more than one vote need not, if he votes, use all his votes
        or cast all the votes he uses in the same way.

86.     EXECUTION OF PROXIES

        The instrument appointing a proxy shall be in writing in any usual or
        common form, or any other form which the Directors may approve, under
        the hand of the appointor or of his attorney duly authorised in writing,
        or if the appointor is a corporation, either under seal, or under the
        hand of an officer or attorney duly authorised. The signature on such
        instrument need not be witnessed.

87.     APPOINTMENT OF PROXY

        A proxy need not be a Member of the Company. A Member may appoint more
        than one proxy to attend on the same occasion. Deposit of an instrument
        of proxy shall not preclude a Member from attending and voting in person
        at the meeting or any adjournment thereof.

88.     DELIVERY OF PROXY

88.1    An instrument appointing a proxy and (failing previous registration with
        the Company) the power of attorney or other authority, if any, under
        which it is executed, or a notarially certified copy or a copy certified
        in accordance with the Powers of Attorney Act 1971 of that power or
        authority, or a copy certified in some other manner approved by the
        Directors, shall be deposited at the Office or at such other place or
        one of such places (if any) within the United Kingdom as is or are
        specified for that purpose in or by way of note to the notice convening
        the meeting or any document accompanying such notice, not less than 48
        hours


<PAGE>   33

        before the time for holding the meeting or adjourned meeting at which
        the person named in the instrument proposes to vote, or, in the case of
        a poll taken otherwise than at or on the same day as the meeting or
        adjourned meeting, not less than 24 hours before the time appointed for
        the taking of the poll at which it is to be used, and in default the
        instrument of proxy shall not be treated as valid.

88.2    An instrument appointing a proxy and any other instrument referred to in
        Article 88.1 shall be deemed to have been validly deposited at the
        Office or at such other place specified in accordance with Article 88.1
        if the instrument is received at such place by facsimile transmission
        within the period of time specified by Article 88.1, provided that the
        original instrument in the same form as the instrument received by
        facsimile transmission is deposited at the place at which the facsimile
        transmission was received not less than twenty-four hours before the
        time appointed for the Meeting or adjourned Meeting or the holding of a
        poll subsequently at which the vote is to be used.

89.     VALIDITY OF PROXY

        An instrument appointing a proxy shall, unless the contrary is stated
        thereon, be valid as well for any adjournment of the meeting to which it
        relates. No instrument of proxy shall be valid after the expiration of
        12 months from the date of its execution except at an adjourned meeting
        or on a poll demanded at a meeting or adjourned meeting in cases where
        the meeting was originally held within 12 months from that date.

90.     AUTHORITY OF PROXY TO CALL FOR A POLL

        The instrument appointing a proxy shall be deemed to confer authority to
        demand or join in demanding a poll.

91.     CANCELLATION OF PROXY'S AUTHORITY

        A vote given or poll demanded in accordance with the terms of an
        instrument of proxy or by the duly authorised representative of a
        corporation shall be valid notwithstanding the previous death or
        insanity of the principal or revocation of the proxy or determination of
        the authority of the person voting or demanding a poll, provided that no
        intimation in writing of such death, insanity, revocation or
        determination shall have been received by the Company at the Office or
        such other place (if any) as is specified for depositing the instrument
        of proxy before the commencement of the meeting or adjourned meeting or
        the holding of a poll subsequently thereto at which such vote is given.

92.     WRITTEN RESOLUTIONS

        Subject to the provisions of the Statutes, a resolution in writing
        signed by all the Members for the time being entitled to receive notice
        of and to attend and vote at General Meetings (or being corporations by
        their duly authorised representatives) shall be as valid and effective
        as if the same had been passed at a General Meeting of the Company duly
        convened and held, and may consist of two or more documents in like form
        each signed by one or more of the Members.


<PAGE>   34

93.     CORPORATE REPRESENTATIVES

        Any corporation which is a Member of the Company may by resolution of
        its directors or other governing body authorise such person as it thinks
        fit to act as its representative at any meeting of the Company or of any
        class of Members of the Company, and the person so authorised shall be
        entitled to exercise the same powers on behalf of the corporation which
        he represents as that corporation could exercise if it were an
        individual Member of the Company and such corporation shall for the
        purposes of these Articles be deemed to be present in person at any such
        meeting if a person so authorised is present thereat.


                                  DIRECTORS

94.     NUMBER OF DIRECTORS

        Unless and until the Company in General Meeting shall otherwise
        determine, the number of Directors shall not be more than 10 nor less
        than 2.

95.     DIRECTORS' SHAREHOLDING QUALIFICATION

        A Director shall not be required to hold any shares in the capital of
        the Company. A Director who is not a Member shall nevertheless be
        entitled to receive notice of and attend and speak at all General
        Meetings of the Company and all separate General Meetings of the holders
        of any class of shares in the capital of the Company.

96.     AGE LIMIT OF DIRECTORS

        There shall not be an age limit for Directors and sub-sections (2) to
        (6) of article 301 of the Order shall not apply to the Company.

97.     OTHER INTERESTS OF DIRECTORS

        A Director of the Company may be or continue as or become a director or
        other officer, servant or member of, or otherwise interested in, any
        body corporate promoted by the Company or in which the Company may be
        interested as shareholder or otherwise, and no such Director shall be
        accountable to the Company for any remuneration or other benefits
        received or receivable by him as a director or other officer servant or
        member of, or from his interest in, such other body corporate.

98.     DIRECTORS' FEES AND EXPENSES

98.1    The Directors shall be paid out of the funds of the Company by way of
        fees for their services as Directors such sums (if any) as the Directors
        may from time to time determine (not exceeding in the aggregate an
        annual sum (excluding amounts payable under any other provision of these
        Articles) of Pound Sterling250,000 or such larger amount as the Company
        may by Ordinary Resolution determine) and such remuneration shall be
        divided between the Directors as they shall agree or, failing agreement,
        equally. Such remuneration shall be deemed to accrue from day to day.

<PAGE>   35

98.2    The Directors may also be paid all reasonable travelling, hotel and
        other expenses properly incurred by them in attending and returning from
        meetings of the Directors or any committee of the Directors or General
        Meetings of the Company or of the holders of any class of shares or
        debentures of the Company or otherwise in connection with the business
        of the Company.


<PAGE>   36


99.     ADDITIONAL REMUNERATION

        Any Director who is appointed to any executive office or who serves on
        any committee or who devotes special attention to the business of the
        Company, or who goes or resides abroad, or who otherwise performs
        services which in the opinion of the Directors or any committee
        authorised by the Directors are outside the scope of the ordinary duties
        of a Director, may be paid such extra remuneration by way of salary,
        percentage of profits or otherwise as the Directors or such committee
        may determine.

100.    REGISTER OF DIRECTORS' INTERESTS

        The Company shall in accordance with the provisions of the Statutes duly
        keep a register showing, as respects each Director, interests of his in
        shares in, or debentures of, the Company or associated companies.


                             ALTERNATE DIRECTORS

101.    ALTERNATE DIRECTORS

101.1   Each Director shall have the power at any time to appoint as an
        alternate Director either (1) another Director or (2) any other person
        approved for that purpose by a resolution of the Directors, and, at any
        time, to terminate such appointment. Every appointment and removal of an
        alternate Director shall be in writing signed by the appointor and
        (subject to any approval required) shall (unless the Directors agree
        otherwise) only take effect upon receipt of such written appointment or
        removal at the Office or at a meeting of the Directors. An alternate
        Director shall not be required to hold any shares in the capital of the
        Company and shall not be counted in reckoning the maximum and minimum
        numbers of Directors allowed or required by Article 94.

101.2   An alternate Director so appointed shall not be entitled as such to
        receive any remuneration from the Company except only such part (if any)
        of the remuneration otherwise payable to his appointor as such appointor
        may by notice in writing to the Company from time to time direct, but
        shall otherwise be subject to the provisions of these Articles with
        respect to Directors. An alternate Director shall during his appointment
        be an officer of the Company and shall alone be responsible to the
        Company for his own acts and defaults and shall not be deemed to be an
        agent of his appointor.

101.3   An alternate Director shall be entitled (subject to his giving to the
        Company an address within the United Kingdom at which notices may be
        served upon him) to receive notices of all meetings of the Directors and
        of any committee of the Directors of which his appointor is a member,
        and shall be entitled to attend and vote as a Director at any such
        meeting at which his appointor is not personally present and generally
        in the absence of his appointor to perform and exercise all functions,
        rights, powers and duties as Director of his appointor.

101.4   The appointment of an alternate Director shall automatically determine
        on the happening of any event which, if he were a Director, would cause
        him to vacate such office or if his appointor shall cease for any reason
        to be a Director otherwise than by retiring and being re-appointed at
        the same meeting.

<PAGE>   37

101.5   A Director or any other person may act as alternate Director to
        represent more than one Director and an alternate Director shall be
        entitled at meetings of the Directors or any committee of the Directors
        to one vote for every Director whom he represents in addition to his own
        vote (if any) as a Director, but he shall count as only one for the
        purpose of determining whether a quorum is present.


                               BORROWING POWERS

102.    DIRECTORS' POWERS

        Subject as hereinafter provided the Directors may exercise all the
        powers of the Company to borrow money, and to mortgage or charge its
        undertaking, property and assets (present and future) and uncalled
        capital, or any part thereof, and, subject to the provisions of the
        Statutes to issue debentures, debenture stock, and other securities
        whether outright or as security for any debt, liability or obligation of
        the Company or of any third party.

103.    RESTRICTIONS ON BORROWING

103.1   The Directors shall restrict the borrowings of the Company and exercise
        all voting and other rights or powers of control exercisable by the
        Company in relation to its subsidiary undertakings (if any) so as to
        secure (so far, as regards subsidiary undertakings, as by such exercise
        they can secure) that the aggregate amount for the time being remaining
        outstanding of all moneys borrowed by the Group (which expression in
        this Article means the Company and its subsidiary undertakings for the
        time being) and for the time being owing to persons outside the Group
        shall not at any time, without the previous sanction of an Ordinary
        Resolution of the Company in General Meeting, exceed the greater of
        Pound Sterling50 million or a sum equal to 3 times the aggregate of:-

        (a)     the amount paid up on the issued share capital of the Company;
                and

        (b)     the total of the capital and revenue reserves of the Group
                (including any share premium account, capital redemption reserve
                and credit balance on the profit and loss account) in each case,
                whether or not such amounts are available for distribution;

all as shown in the latest audited consolidated balance sheet of the Group but
after:-

                (i)     making such adjustments as may be appropriate in respect
                        of any variation in such amount paid up on the issued
                        share capital or share premium account or capital
                        redemption reserve or merger reserve since the date of
                        such latest audited consolidated balance sheet and so
                        that for this purpose if any issue or proposed issue of
                        shares for cash or otherwise has been underwritten or
                        otherwise agreed to be subscribed (for cash or
                        otherwise) then, at any time when the underwriting of
                        such shares or other agreement as aforesaid shall be
                        unconditional, such shares shall be deemed to have been
                        issued and the amount (including any premium) payable
                        (or which would be credited as payable) in respect
                        thereof (not being moneys payable later than six months
                        after the date of allotment) shall be deemed to have
                        been paid up to the extent that the underwriters or
                        other persons are liable therefor;

<PAGE>   38
                (ii)    deducting (to the extent included):-

                        (A)     any amounts distributed or proposed to be
                                distributed (but not provided in such latest
                                audited consolidated balance sheet) other than
                                distributions attributable to the Company or any
                                subsidiary undertaking;

                        (B)     any amounts attributable to goodwill (other than
                                goodwill arising on consolidation) or other
                                intangible assets;

                (iii)   excluding:-

                        (A)     any sums set aside for taxation;

                        (B)     any amounts attributable to outside shareholders
                                in subsidiary undertakings of the Company;

                (iv)    deducting any debit balance on the profit and loss
                        account; and

                (v)     making such adjustments (if any) as the Auditors may
                        consider appropriate.

103.2   For the purpose of the foregoing limit "moneys borrowed" shall be deemed
        to include the following except in so far as otherwise taken into
        account (together in each case with any fixed or minimum premium payable
        on final redemption or repayment):-

        (a)     the principal amount for the time being owing (other than to a
                member of the Group) in respect of any loan capital, whether
                secured or unsecured, issued by a member of the Group in whole
                or in part for cash or otherwise;

        (b)     the principal amount raised by any member of the Group by
                acceptances or under any acceptance credit opened on its behalf
                by any bank or accepting house other than acceptances relating
                to the purchase of goods in the ordinary course of trading and
                outstanding for not more than 90 days;

        (c)     the nominal amount of any issued share capital, and the
                principal amount of any moneys borrowed or other indebtedness,
                the redemption or repayment of which is guaranteed or secured or
                is the subject of an indemnity given by any member of the Group
                and the beneficial interest in the redemption or repayment of
                which is not owned within the Group; and

        (d)     the nominal amount of any issued share capital (not being equity
                share capital which as regards capital has rights no more
                favourable than those attached to its ordinary share capital) of
                any subsidiary undertaking of the Company owned otherwise than
                by other members of the Group,

but "moneys borrowed" shall not include and shall be deemed not to include:-

<PAGE>   39
                (i)     amounts borrowed for the purpose of repaying the whole
                        or any part (with or without premium) of any moneys
                        borrowed by any member of the Group then outstanding and
                        so to be applied within six months of being so borrowed,
                        pending their application for such purpose within such
                        period; and

                (ii)    the proportion of the excess outside borrowing of a
                        partly owned subsidiary undertaking which corresponds to
                        the proportion of its equity share capital which is not
                        directly or indirectly attributable to the Company and
                        so that, for this purpose, the expression "excess
                        outside borrowing" shall mean so much of the moneys
                        borrowed by such partly owned subsidiary undertaking
                        otherwise than from members of the Group as exceeds the
                        moneys borrowed (if any) from and owing to it by other
                        members of the Group.

When the aggregate amount of moneys borrowed required to be taken into account
        for the purposes of this Article on any particular day is being
        ascertained, any of such moneys denominated or repayable (or repayable
        at the option of any person other than the Company or any subsidiary
        undertaking) in a currency other than sterling shall be translated, for
        the purpose of calculating the sterling equivalent, at the rate(s) of
        exchange prevailing on that day in London, or on the last business day
        six months before such day if thereby such aggregate amount would be
        less (and so that for this purpose the rate of exchange prevailing shall
        be taken as the spot rate in London quoted at or about 11.00 a.m. on the
        day in question by a London clearing bank, approved by the Directors, as
        being the rate for the purchase by the Company of the currency and
        amount in question for sterling).

103.3   A certificate or report by the Auditors as to the amount of the limit in
        paragraph 103.1 of this Article or the aggregate amount of moneys
        borrowed falling to be taken into account under paragraph 103.2 of this
        Article or to the effect that the limit imposed by this Article has not
        been or will not be exceeded at any particular time or times or during
        any period shall be conclusive evidence of such amount or fact for the
        purposes of this Article.

103.4   No lender or other person dealing with the Company or any of its
        subsidiary undertakings shall be concerned to see or inquire whether the
        said limit is observed, and no debt incurred or security given in excess
        of such limit shall be invalid or ineffectual, except in the case of
        express notice to the lender or the recipient of the security at the
        time when the debt was incurred or security given that the said limit
        has been or would thereby be exceeded.

103.5   In this Article "subsidiary undertaking" means a subsidiary undertaking
        of the Company which is required by the Statutes to be included in
        consolidated group accounts.


                        POWERS AND DUTIES OF DIRECTORS

104.    POWERS OF COMPANY VESTED IN THE DIRECTORS

        The business of the Company shall be managed by the Directors, who may
        exercise all the powers of the Company subject, nevertheless, to the
        provisions of these Articles and of the Statutes, and to such directions
        as may be given by the Company in General Meeting by special resolution:
        Provided that no alteration of the memorandum of association or these
        Articles and no such direction shall invalidate any prior act of the
        Directors which would have been valid if such alteration had not been
        made or such direction had not been given.

<PAGE>   40
        The general powers conferred upon the Directors by this Article shall
        not be deemed to be abridged or restricted by any specific power
        conferred upon the Directors by any other Article.

105.    PENSIONS, INSURANCE AND GRATUITIES FOR DIRECTORS AND OTHERS

105.1   The Directors or any committee authorised by the Directors may exercise
        all the powers of the Company to give or award pensions, annuities,
        gratuities or other retirement, superannuation, death or disability
        allowances or benefits (whether or not similar to the foregoing) to (or
        to any person in respect of) any persons who are or have at any time
        been Directors of or employed by or in the service of the Company or of
        any body corporate which is or was a subsidiary undertaking or a parent
        undertaking of the Company or another subsidiary undertaking of a parent
        undertaking of the Company or otherwise associated with the Company or
        any such body corporate, or a predecessor in business of the Company or
        any such body corporate, and to the wives, widows, children and other
        relatives and dependants of any such persons and may establish,
        maintain, support, subscribe to and contribute to all kinds of schemes,
        trusts and funds (whether contributory or non-contributory) for the
        benefit of such persons as are hereinbefore referred to or any of them
        or any class of them, and so that any Director or former Director shall
        be entitled to receive and retain for his own benefit any such pension,
        annuity, gratuity, allowance or other benefit (whether under any such
        trust, fund or scheme or otherwise).

105.2   Without prejudice to any other provisions of these Articles, the
        Directors may exercise all the powers of the Company to purchase and
        maintain insurance for or for the benefit of any persons who are or were
        at any time Directors, officers, employees or auditors of the Company,
        or of any other body (whether or not incorporated) which is or was its
        parent undertaking or subsidiary undertaking or another subsidiary
        undertaking of any such parent undertaking (together "Group Companies")
        or otherwise associated with the Company or any Group Company or in
        which the Company or any such Group Company has or had any interest,
        whether direct or indirect, or of any predecessor in business of any of
        the foregoing, or who are or were at any time trustees of (or directors
        of trustees of) any pension, superannuation or similar fund, trust or
        scheme or any employees' share scheme or other scheme or arrangement in
        which any employees of the Company or of any such other body are
        interested, including (without prejudice to the generality of the
        foregoing) insurance against any costs, charges, expenses, losses or
        liabilities suffered or incurred by such persons in respect of any act
        or omission in the actual or purported execution and/or discharge of
        their duties and/or the exercise or purported exercise of their powers
        and discretions and/or otherwise in relation to or in connection with
        their duties, powers or offices in relation to the Company or any such
        other body, fund, trust, scheme or arrangement.

106.    LOCAL BOARDS

        The Directors may make such arrangements as they think fit for the
        management and transaction of the Company's affairs in the United
        Kingdom and elsewhere and may from time to time and at any time
        establish any local boards or agencies for managing any of the affairs
        of the Company in any specified locality, and may appoint any persons to
        be members of such local board, or any managers or agents, and may fix
        their remuneration. And the Directors from time to time, and at any
        time, may delegate to any person so appointed any of the powers,
        authorities, and discretions for the time being vested in the



<PAGE>   41

        Directors (other than the powers of borrowing and of making calls),
        with power to sub-delegate, and may authorise the members for the time
        being of any such local board, or any of them, to fill up any
        vacancies therein, and to act notwithstanding vacancies; and any such
        appointment or delegation may be made on such terms and subject to
        such conditions as the Directors may think fit, and the Directors may
        at any time remove any person so appointed, and may annul or vary any
        such delegation.

107.    ATTORNEYS

        The Directors may from time to time and at any time by power of attorney
        appoint any body corporate, firm or person or body of persons, whether
        nominated directly or indirectly by the Directors, to be the attorney or
        attorneys of the Company for such purposes and with such powers,
        authorities and discretions (not exceeding those vested in or
        exercisable by the Directors under these Articles) and for such period
        and subject to such conditions as they may think fit, and any such
        powers of attorney may contain such provisions for the protection and
        convenience of persons dealing with any such attorney as the Directors
        may think fit and may also authorise any such attorney to sub-delegate
        all or any of the powers, authorities and discretions vested in him.

108.    OFFICIAL SEAL

        The Company may exercise the powers conferred by the Statutes with
        regard to having an official seal for use abroad and the powers
        conferred by article 50 of the Order with regard to having an official
        seal for sealing and evidencing securities, and such powers shall be
        vested in the Directors.

109.    OVERSEAS BRANCH REGISTER

        The Company may exercise the powers conferred upon the Company by the
        Statutes with regard to the keeping of an overseas branch register, and
        the Directors may (subject to the provisions of the Statutes) make and
        vary such regulations as they may think fit respecting the keeping of
        any such register.

110.    DIRECTORS' PERMITTED INTERESTS

110.1   Subject to the provisions of the Statutes, a Director may hold any other
        office or place of profit under the Company, except that of Auditor, in
        conjunction with the office of Director and may act by himself or
        through his firm in a professional capacity for the Company, and in any
        such case on such terms as to remuneration and otherwise as the
        Directors may arrange. Any such remuneration shall be in addition to any
        remuneration provided for by any other Article. No Director or intending
        Director shall be disqualified by his office from entering into any
        contract, arrangement, transaction or proposal with the Company either
        with regard to his tenure of any such other office or place of profit or
        any such acting in a professional capacity or as a vendor, purchaser or
        otherwise. Subject to the provisions of the Statutes and save as therein
        provided no such contract, arrangement, transaction or proposal entered
        into by or on behalf of the Company in which any Director or person
        connected with him is in any way interested, whether directly or
        indirectly, shall be liable to be avoided, nor shall any Director who
        enters into any such contract, arrangement, transaction or proposal or
        who is so interested be liable to account to the Company for any profit
        or other benefit


<PAGE>   42
        realised by any such contract, arrangement, transaction or proposal by
        reason of such Director holding that office or of the fiduciary
        relationship thereby established, but he shall declare the nature of
        his interest in accordance with the Statutes.

110.2   Save as herein provided, a Director shall not vote in respect of any
        contract, arrangement, transaction or any other proposal whatsoever in
        which he has an interest which (together with any interest of any person
        connected with him within the meaning of article 354 of the Order) is to
        his knowledge a material interest otherwise than by virtue of his
        interests in shares or debentures or other securities of, or otherwise
        in or through, the Company. A Director shall not be counted in the
        quorum at a meeting in relation to any resolution on which he is
        debarred from voting.

110.3   A Director shall (in the absence of some other material interest than is
        indicated below) be entitled to vote (and be counted in the quorum) in
        respect of any resolution concerning any of the following matters,
        namely:-

        (a)     the giving of any guarantee, security or indemnity in respect of
                money lent or obligations incurred by him or by any other person
                at the request of or for the benefit of the Company or any of
                its subsidiary undertakings;

        (b)     the giving of any guarantee, security or indemnity in respect of
                a debt or obligation of the Company or any of its subsidiary
                undertakings for which he himself has assumed responsibility in
                whole or in part under a guarantee or indemnity or by the giving
                of security;

        (c)     any proposal concerning an offer of shares or debentures or
                other securities of or by the Company or any of its subsidiary
                undertakings for subscription or purchase in which offer he is
                or may be entitled to participate as a holder of securities or
                in the underwriting or sub-underwriting of which he is to
                participate;

        (d)     any contract, arrangement, transaction or other proposal
                concerning any other body corporate in which he or any person
                connected with him (within the meaning of article 354 of the
                Order) is interested, directly or indirectly and whether as an
                officer or shareholder or otherwise howsoever, provided that he
                and any persons so connected with him do not to his knowledge
                hold an interest (within the meaning of articles 206-219 of the
                Order) in one per cent. or more of any class of the equity share
                capital of such body corporate or of the voting rights available
                to members of the relevant body corporate;

        (e)     any contract, arrangement, transaction or other proposal for the
                benefit of the employees of the Company or any of its subsidiary
                undertakings which does not award him any privilege or benefit
                not generally awarded to the employees to whom the scheme
                relates; and

        (f)     any proposal concerning any insurance which the Company is to
                purchase and/or maintain for or for the benefit of any Directors
                or for the benefit of persons who include Directors.

<PAGE>   43

110.4   A Director shall not vote or be counted in the quorum on any resolution
        concerning his own appointment as the holder of any office or place of
        profit with the Company or any company in which the Company is
        interested including fixing or varying the terms of his appointment or
        the termination thereof.

110.5   Where proposals are under consideration concerning the appointment
        (including fixing or varying the terms of appointment) of two or more
        Directors to offices or employments with the Company or any body
        corporate in which the Company is interested, such proposals may be
        divided and considered in relation to each Director separately and in
        such cases each of the Directors concerned (if not debarred from voting
        under paragraph 110.3(d) of this Article) shall be entitled to vote (and
        be counted in the quorum) in respect of each resolution except that
        concerning his own appointment.

110.6   If any question shall arise at any meeting as to the materiality of an
        interest or as to the entitlement of any Director to vote and such
        question is not resolved by his voluntarily agreeing to abstain from
        voting, such question shall be referred to the Chairman of the meeting
        and his ruling in relation to any Director other than himself shall be
        final and conclusive except in a case where the nature or extent of the
        interests of the Director concerned have not been fairly disclosed.

111.    EXERCISE OF COMPANY'S VOTING POWERS

        The Directors may exercise or procure the exercise of the voting rights
        conferred by the shares in any other body corporate held or owned by the
        Company or any power of appointment in relation to any other body
        corporate, and may exercise any voting rights or power of appointment to
        which they are entitled as directors of such other body corporate, in
        such manner as they shall in their absolute discretion think fit,
        including the exercise thereof in favour of appointing themselves or any
        of them as directors, officers or servants of such other body corporate,
        and fixing their remuneration as such, and may vote as Directors of the
        Company in connection with any of the matters aforesaid.

112.    SIGNATURE OF CHEQUES ETC.

        All cheques, promissory notes, drafts, bills of exchange and other
        negotiable instruments, and all receipts for moneys paid to the Company,
        shall be signed, drawn, accepted, endorsed, or otherwise executed, as
        the case may be, in such manner as the Directors shall from time to time
        determine.

113.    MINUTES

113.1   The Directors shall cause minutes to be made in books provided for the
        purpose:-

        (a)     of all appointments of officers made by the Directors;

        (b)     of the names of the Directors present at each meeting of the
                Directors and of any committee of the Directors;

        (c)     of all resolutions and proceedings at all meetings of the
                Company, and of the Directors, and of committees of Directors.
<PAGE>   44

113.2   It shall not be necessary for Directors present at any meeting of
        Directors or committee of Directors to sign their names in the Minute
        Book or other book kept for recording attendance. Any such minute as
        aforesaid, if purporting to be signed by the Chairman of the meeting at
        which the proceedings were had, or by the Chairman of the next
        succeeding meeting, shall be receivable as prima facie evidence of the
        matters stated in such minutes without any further proof.


                        DISQUALIFICATION OF DIRECTORS


114.    VACATION OF DIRECTOR'S OFFICE

        The office of a Director shall be vacated in any of the following
        events, namely:-

114.1   if he ceases to be a Director by virtue of article 301 of the Order;

114.2   if a bankruptcy order is made against him or he makes any arrangement or
        composition with his creditors generally;

114.3   if he becomes prohibited by law from acting as a Director;

114.4   if, in England or elsewhere, an order is made by any court claiming
        jurisdiction in that behalf on the ground (however formulated) of mental
        disorder for his detention or for the appointment of a guardian or
        receiver or other person to exercise powers with respect to his property
        or affairs;

114.5   if he resigns his office by notice in writing under his hand to the
        Company or offers in writing under his hand to resign and the Directors
        resolve to accept such offer;

114.6   if, not having leave of absence from the Directors, he and his alternate
        (if any) fail to attend the meetings of the Directors for six successive
        months, unless prevented by illness, unavoidable accident or other cause
        which may seem to the Directors to be sufficient, and the Directors
        resolve that his office be vacated;

114.7   if, by notice in writing delivered to the Office or tendered at a
        meeting of the Directors, his resignation is requested by at least 75
        per cent. of the other Directors (but so that this shall be without
        prejudice to any claim such Director may have for damages for breach of
        any contract of service between him and the Company).


                            ROTATION OF DIRECTORS


115.    NUMBER OF DIRECTORS TO RETIRE BY ROTATION

        At each Annual General Meeting of the Company one-third of the Directors
        who are subject to retirement by rotation, or, if their number is not
        three or a multiple of three, then the number nearest to but not
        exceeding one-third, shall retire from office. A Director retiring at a
        meeting shall, if he is not reappointed at such meeting, retain office
        until the meeting appoints someone in his place, or if it does not do
        so, until the dissolution of such meeting.

<PAGE>   45

116.    IDENTITY OF DIRECTORS TO RETIRE

        The Directors to retire by rotation in each year shall be those who have
        been longest in office since their last appointment or reappointment,
        but as between persons who became or were last reappointed Directors on
        the same day those to retire shall (unless they otherwise agree among
        themselves) be determined by lot. A retiring Director shall be eligible
        for reappointment. The Directors to retire on each occasion (both as to
        number and identity) shall be determined by the composition of the
        Directors at the start of business on the date of the notice convening
        the Annual General Meeting and no Director shall be required to retire
        or be relieved from retiring by reason of any change in the number or
        identity of the Directors after that time on the date of the notice but
        before the close of the meeting.

117.    FILLING VACANCIES ARISING ON ROTATION

        If at any General Meeting at which a Director retires by rotation, the
        place of any Director retiring by rotation be not filled up, then such
        retiring Director shall, if willing, be deemed to have been reappointed,
        unless at the meeting it is resolved not to fill the vacancy or unless a
        resolution for his reappointment shall have been put to the meeting and
        lost.

118.    APPOINTMENT OF DIRECTORS BY SEPARATE RESOLUTION

        A single resolution for the appointment of two or more persons as
        Directors shall not be put at any General Meeting, unless a resolution
        that it shall be so put has first been agreed to by the meeting without
        any vote being given against it.

119.    PERSONS ELIGIBLE FOR APPOINTMENT

        No person other than a Director retiring at the meeting shall, unless
        recommended by the Directors, be eligible for appointment to the office
        of Director at any General Meeting unless not less than 7 nor more than
        42 days before the date appointed for the meeting there shall have been
        left at the Office notice in writing, signed by a Member duly qualified
        to attend and vote at such meeting, of his intention to propose such
        person for appointment, and also notice in writing signed by that person
        of his willingness to be appointed.

120.    CASUAL VACANCIES AND ADDITIONAL DIRECTORS - POWERS OF COMPANY

        Subject as aforesaid, the Company may from time to time by Ordinary
        Resolution appoint a person who is willing to act to be a Director
        either to fill a casual vacancy or as an additional director, and may
        also determine the rotation in which any such appointed Directors are to
        retire.

121.    CASUAL VACANCIES AND ADDITIONAL DIRECTORS - POWERS OF DIRECTORS

        The Directors shall have power at any time, and from time to time, to
        appoint any person to be a Director of the Company, either to fill a
        casual vacancy or as an addition to the existing Directors, but so that
        the total number of Directors shall not at any time exceed the maximum
        number, if any, fixed by or pursuant to these Articles. Any Director so
        appointed shall hold office only until the next following Annual General
        Meeting, and shall then be eligible for reappointment but shall not be
        taken into account in determining the Directors who are to

<PAGE>   46

        retire by rotation at such meeting. If not reappointed at such
        meeting, he shall vacate office at the conclusion thereof.

122.    POWER OF REMOVAL BY ORDINARY RESOLUTION

        The Company may by Ordinary Resolution, of which special notice has been
        given in accordance with the provisions of the Statutes, remove any
        Director before the expiration of his period of office notwithstanding
        anything in these Articles or in any agreement between the Company and
        such Director. Such removal shall be without prejudice to any claim such
        Director may have for damages for breach of any contract of service
        between him and the Company.

123.    APPOINTMENT OF REPLACEMENT DIRECTOR

        Subject to Article 119, the Company may by Ordinary Resolution appoint
        another person in place of a Director removed from office under the
        immediately preceding Article. A person appointed in place of a Director
        so removed shall be treated (for the purpose of determining the time at
        which he or any other Director is to retire by rotation) as if he had
        become a Director on the day on which the Director in whose place he is
        appointed was last appointed or reappointed a Director.


                           PROCEEDINGS OF DIRECTORS


124.    BOARD MEETINGS AND PARTICIPATION

        The Directors may meet for the despatch of business, adjourn and
        otherwise regulate their meetings as they think fit. Without prejudice
        to the foregoing, all or any of the Directors or of the members of any
        committee of the Directors may participate in a meeting of the Directors
        or of that committee by means of a conference telephone or any
        communication equipment which allows all persons participating in the
        meeting to hear each other. A person so participating shall be deemed to
        be present in person at the meeting and shall be entitled to vote and be
        counted in the quorum accordingly. Such a meeting shall be deemed to
        take place where the largest group of those participating is assembled,
        or, if there is no such group, where the Chairman of the meeting is then
        present. The word "meeting" in these Articles shall be construed
        accordingly.

125.    QUORUM

        The Directors may determine the quorum necessary for the transaction of
        business. Until otherwise determined two Directors shall constitute a
        quorum. Questions arising at any meeting shall be decided by a majority
        of votes. In case of an equality of votes, the Chairman shall have a
        second or casting vote. A Director may, and the Secretary on the
        requisition of a Director shall, at any time summon a meeting of the
        Directors. It shall not be necessary to give notice of a meeting of
        Directors to a Director who is not within the United Kingdom. Any
        Director may waive notice of any meeting and any such waiver may be
        retrospective.

<PAGE>   47


126.    NOTICE OF MEETINGS

        Notice of a meeting of the Directors shall be deemed to be duly given to
        a Director if it is given to him personally or by word of mouth or sent
        in writing to him at his last known address or any other address given
        by him to the Company for this purpose. A Director absent or intending
        to be absent from the United Kingdom may request the Directors that
        notices of meetings of the Directors shall during his absence be sent in
        writing to him at his last known address or any other address given by
        him to the Company for this purpose, whether or not out of the United
        Kingdom.

127.    DIRECTORS BELOW MINIMUM

        The continuing Directors or sole continuing Director may act
        notwithstanding any vacancy in their body, but, if and so long as their
        number is reduced below the number fixed by or pursuant to these
        Articles as the necessary quorum of Directors, the continuing Directors
        or Director may act for the purpose of increasing the number of
        Directors to that number, or of summoning a General Meeting of the
        Company, but for no other purpose.

128.    APPOINTMENT OF CHAIRMAN

        The Directors may elect one of their number as a Chairman of their
        meetings, and one of their number to be the Deputy Chairman and may at
        any time remove either of them from such office; but if no such Chairman
        or Deputy Chairman be elected, or if at any meeting neither the Chairman
        nor the Deputy Chairman is present within five minutes after the time
        appointed for holding the meeting and willing to act, the Directors
        present shall choose one of their number to be Chairman of such meeting.

129.    DELEGATION OF DIRECTORS' POWERS TO COMMITTEES

        The Directors may delegate any of their powers or discretions (including
        without prejudice to the generality of the foregoing all powers and
        discretions whose exercise involves or may involve any payment to or the
        conferring of any other benefit on all or any of the Directors) to
        committees (with power to sub-delegate) consisting of one or more
        members of their body and (if thought fit) one or more other persons
        co-opted as hereinafter provided, provided that a majority of the
        members of such committee shall be Directors. Insofar as any such power
        or discretion is delegated to a committee any reference in these
        Articles to the exercise by the Directors of such power or discretion
        shall be read and construed as if it were a reference to the exercise of
        such power or discretion by such committee. Any committee so formed
        shall in the exercise of the powers and discretions so delegated conform
        to any regulations that may from time to time be imposed by the
        Directors in default of which the meetings and proceedings of a
        committee consisting of more than one member shall be governed mutatis
        mutandis by the provisions of these Articles regulating the proceedings
        and meetings of the Directors. Any such regulations may provide for or
        authorise the co-option to the committee of persons other than Directors
        and for such co-opted members to have voting rights as members of the
        committee.


<PAGE>   48



130.    VALIDITY OF DIRECTORS' ACTS

        All acts done by any meeting of the Directors or of a committee of the
        Directors or by any person acting as a Director or as a member of a
        committee shall, notwithstanding that it be afterwards discovered that
        there was some defect in the appointment or continuance in office of any
        of the persons acting as aforesaid, or that any of such persons were
        disqualified from holding office or not entitled to vote, or had in any
        way vacated office, be as valid as if every such person had been duly
        appointed or had duly continued in office and was qualified and had
        continued to be a Director or member of the committee and was entitled
        to vote.

131.    WRITTEN RESOLUTION OF DIRECTORS

        A resolution in writing, signed by all the Directors for the time being
        entitled to receive notice of a meeting of the Directors or by all the
        members of a committee for the time being, shall be as valid and
        effective for all purposes as a resolution passed at a meeting duly
        convened and held, and may consist of two or more documents in like form
        each signed by one or more of the Directors or members of such
        committee. Provided that such a resolution need not be signed by an
        alternate Director if it is signed by the Director who appointed him.


                       MANAGING AND EXECUTIVE DIRECTORS


132.    APPOINTMENT OF EXECUTIVE DIRECTORS

        Subject to the provisions of the Statutes the Directors, or any
        committee authorised by the Directors, may from time to time appoint one
        or more of their body to the office of Managing Director or to hold such
        other Executive Office in relation to the management of the business of
        the Company as they may decide, for such period and on such terms as
        they think fit, and, subject to the terms of any service contract
        entered into in any particular case and without prejudice to any claim
        for damages such Director may have for breach of any such service
        contract, may revoke such appointment without prejudice to any claim for
        damages such director may have for breach of any service contract
        between him and the Company, his appointment shall be automatically
        determined if he ceases for any reason to be a Director.

133.    REMUNERATION OF EXECUTIVE DIRECTORS

        The salary or remuneration of any Managing Director or such Executive
        Director of the Company shall, subject as provided in any contract, be
        such as the Directors may from time to time determine, and may either be
        a fixed sum of money, or may altogether or in part be governed by the
        business done or profits made, and may include the making of provisions
        for the payment to him, his widow or other dependants, of a pension on
        retirement from the office or employment to which he is appointed and
        for the participation in pension and life assurance and other benefits,
        or may be upon such other terms as the Directors determine.

134.    POWERS OF EXECUTIVE DIRECTORS

        The Directors may entrust to and confer upon a Managing Director or such
        Executive Director any of the powers and discretions exercisable by them
        upon such terms and

<PAGE>   49
       conditions and with such restrictions as they may think fit, and either
       collaterally with or to the exclusion of their own powers and discretions
       and may from time to time revoke, withdraw, alter or vary all or any of
       such powers or discretions.


                                  SECRETARY


135.    APPOINTMENT AND REMOVAL OF SECRETARY

        Subject to the provisions of the Statutes, the Secretary shall be
        appointed by the Directors for such term, at such remuneration and upon
        such conditions as they think fit; and any Secretary may be removed by
        them.


                                   THE SEAL


136.    USE OF SEAL

        The Directors shall provide for the safe custody of the Seal and any
        official seal kept under article 50 of the Order, and neither shall be
        used without the authority of the Directors or of a committee of the
        Directors authorised by the Directors in that behalf. Every instrument
        to which either shall be affixed shall be signed autographically by one
        Director and the Secretary or by two Directors, save that as regards any
        certificates for shares or debentures or other securities of the Company
        the Directors may by resolution determine that such signatures or either
        of them shall be dispensed with or affixed by some method or system of
        mechanical signature.

137.    EXECUTION HAVING EFFECT OF SEAL

        Where the Statutes so permit, any instrument signed by one Director and
        the Secretary or by two Directors and expressed to be executed by the
        Company shall have the same effect as if executed under the Seal,
        provided that no instrument shall be so signed which makes it clear on
        its face that it is intended by the person or persons making it to be a
        deed without the authority of the Directors or of a committee authorised
        by the Directors in that behalf.


                                   RESERVE


138.    ESTABLISHMENT OF RESERVE

        The Directors may from time to time set aside out of the profits of the
        Company such sums as they think proper as a reserve or reserves which
        shall, at the discretion of the Directors, be applicable for any purpose
        to which the profits of the Company may be properly applied, and pending
        such application may, at the like discretion, either be employed in the
        business of the Company or be invested in such investments as the
        Directors think fit. The Directors may divide the reserve into such
        special funds as they think fit, and may consolidate into one fund any
        special funds or any parts of any special funds into which the reserve
        may have been divided as they think fit. The Directors may also without
        placing the same to reserve carry forward any profits which they may
        think prudent not to divide.

<PAGE>   50


                                  DIVIDENDS


139.    DECLARATIONS OF DIVIDENDS BY COMPANY

        The Company in General Meeting may declare dividends, but no dividend
        shall exceed the amount recommended by the Directors.

140.    PAYMENT OF INTERIM AND FIXED DIVIDENDS BY DIRECTORS

        Subject to the provisions of the Statutes, the Directors:-

140.1   may from time to time pay such interim dividends as they think fit;

140.2   may also pay the fixed dividends payable on any shares of the Company
        half-yearly or otherwise on fixed dates.

If the Directors act in good faith, they shall not incur any liability to the
        holders of shares conferring preferred rights for any loss they may
        suffer in consequence of the payment of an interim dividend on any
        shares having non-preferred or deferred rights.

141.    RESTRICTIONS ON DIVIDENDS

        No dividend or interim dividend shall be paid otherwise than in
        accordance with the provisions of the Statutes.

142.    CALCULATION OF DIVIDENDS

142.1   Subject to the rights of persons, if any, entitled to shares with any
        priority, preference or special rights as to dividend, all dividends
        shall be declared and paid according to the amounts paid up on the
        shares in respect whereof the dividend is paid, but no amount paid up on
        a share in advance of calls shall be treated for the purpose of this
        Article as paid up on the share. All dividends shall be apportioned and
        paid proportionately to the amounts paid up on the shares during any
        portion or portions of the period in respect of which the dividend is
        paid; but if any share is issued on terms providing that it shall rank
        for dividend as if paid up in full or in part from a particular date,
        whether past or future, such share shall rank for dividend accordingly.

142.2   The Directors may agree with any Member that dividends which may at any
        time or from time to time be declared or become due on his shares in one
        currency shall be paid or satisfied in another and may agree the basis
        of conversion to be applied and how and when the amount to be paid in
        the other currency shall be calculated and paid and for the Company or
        any other person to bear any costs involved.

143.    DEDUCTIONS OF AMOUNTS DUE ON SHARES AND WAIVER

143.1   The Directors may deduct from any dividend or other moneys payable to
        any Member on or in respect of a share all sums of money (if any)
        presently payable by him to the Company on account of calls or otherwise
        in relation to shares of the Company.

<PAGE>   51

143.2   The waiver in whole or in part of any dividend on any share by any
        document (whether or not under seal) shall be effective only if such
        document is signed by the shareholder (or the person entitled to the
        share in consequence of the death or bankruptcy of the holder or
        otherwise by operation of law) and delivered to the Company and if or to
        the extent that the same is accepted as such or acted upon by the
        Company.

144.    DIVIDENDS OTHER THAN IN CASH

        Any General Meeting declaring a dividend may, upon the recommendation of
        the Directors, direct payment of such dividend wholly or in part by the
        distribution of specific assets and in particular of paid up shares or
        debentures of any other body corporate, and the Directors shall give
        effect to such direction. Where any difficulty arises in regard to such
        distribution, the Directors may settle the same as they think expedient,
        and in particular may issue fractional certificates and fix the value
        for distribution of such specific assets or any part thereof and may
        determine that cash payments shall be made to any Members upon the
        footing of the value so fixed in order to adjust the rights of all
        parties, and may vest any such specific assets in trustees as may seem
        expedient to the Directors.

145.    PAYMENT PROCEDURE

145.1   All dividends and other distributions shall be paid (subject to any lien
        of the Company) to those Members whose names shall be on the Register at
        the date at which such dividend shall be declared or at such other time
        and/or date as the Company by Resolution or the Directors may determine.

145.2   The Company may pay any dividend or other moneys payable in cash in
        respect of shares by direct debit, bank or other funds transfer system
        (subject always, in the case of uncertificated shares, to the facilities
        and requirements of the relevant system concerned, where payment is to
        be made by means of such system), or by cheque, dividend warrant or
        money order and may remit the same by post directed to the registered
        address of the holder or person entitled thereto (or, in the case of
        joint holders or of two or more persons entitled thereto, to the
        registered address of the person whose name stands first in the
        Register), or to such person and to such address as the holder or joint
        holders or person or persons may in writing direct, and the Company
        shall not be responsible for any loss of any such cheque, warrant or
        order nor for any loss in the course of any such transfer or where it
        has acted on any such directions. Every such cheque, warrant or order
        shall be made payable to, or to the order of, the person to whom it is
        sent, or to, or to the order of, such person as the holder or joint
        holders or person or persons entitled may in writing direct, and the
        payment of such cheque, warrant or order shall be a good discharge to
        the Company. Any one of two or more joint holders of any share, or any
        one of two or more persons entitled jointly to a share in consequence of
        the death or bankruptcy of the holder or otherwise by operation of law,
        may give effectual receipts for any dividends or other moneys payable or
        property distributable on or in respect of the share.

146.    NO INTEREST ON DIVIDENDS

        Subject to the rights attaching to, or the terms of issue of, any
        shares, no dividend or other moneys payable on or in respect of a share
        shall bear interest against the Company.


<PAGE>   52

147.    FORFEITURE OF DIVIDENDS

        All dividends or other sums payable on or in respect of any share which
        remain unclaimed may be invested or otherwise made use of by the
        Directors for the benefit of the Company until claimed. All dividends
        unclaimed for a period of 12 years or more after being declared or
        becoming due for payment shall be forfeited and shall revert to the
        Company. The payment of any unclaimed dividend or other sum payable by
        the Company on or in respect of any share into a separate account shall
        not constitute the Company a trustee thereof.


                CAPITALISATION OF PROFITS AND SCRIP DIVIDENDS


148.    POWER TO CAPITALISE

        Subject to the provisions of Article 149, the Directors may capitalise
        any part of the amount for the time being standing to the credit of any
        of the Company's reserve accounts (including any share premium account
        and capital redemption reserve) or to the credit of the profit and loss
        account (in each case, whether or not such amounts are available for
        distribution), and appropriate the sum resolved to be capitalised
        either:-

148.1   to the holders of Ordinary Shares (on the Register at the close of
        business on such date as may be specified in, or determined as provided
        in, the resolution of the General Meeting granting authority for such
        capitalisation) who would have been entitled thereto if distributed by
        way of dividend and in the same proportions; and the Directors shall
        apply such sum on their behalf either in or towards paying up any
        amounts, if any, for the time being unpaid on any shares held by such
        holders of Ordinary Shares respectively or in paying up in full at par
        unissued shares or debentures of the Company to be allotted credited as
        fully paid up to such holders of Ordinary Shares in the proportions
        aforesaid, or partly in the one way and partly in the other; or

148.2   to such holders of Ordinary Shares who may, in relation to any dividend
        or dividends, validly accept an offer or offers on such terms and
        conditions as the Directors may determine (and subject to such
        exclusions or other arrangements as the Directors may consider necessary
        or expedient to deal with legal or practical problems in respect of
        overseas shareholders or in respect of shares represented by depositary
        receipts) to receive new Ordinary Shares, credited as fully paid up, in
        lieu of the whole or any part of any such dividend or dividends (any
        such offer being called a "Scrip Dividend Offer"); and the Directors
        shall apply such sum on their behalf in paying up in full at par
        unissued shares (in accordance with the terms, conditions and exclusions
        or other arrangements of the Scrip Dividend Offer) to be allotted
        credited as fully paid up to such holders respectively.

149.    SCRIP DIVIDENDS

149.1   The authority of the Company in General Meeting shall be required before
        the Directors implement any Scrip Dividend Offer (which authority may
        extend to one or more offers).

149.2   The authority of the Company in General Meeting shall be required for
        any capitalisation pursuant to paragraph 148.1 above.


<PAGE>   53

149.3   A share premium account and a capital redemption reserve and any other
        amounts which are not available for distribution may only be applied in
        the paying up of unissued shares to be allotted to holders of Ordinary
        Shares of the Company credited as fully paid up.

150.    PROVISION FOR FRACTIONS ETC.

        Whenever a capitalisation requires to be effected, the Directors may do
        all acts and things which they may consider necessary or expedient to
        give effect thereto, with full power to the Directors to make such
        provision as they think fit for the case of shares or debentures
        becoming distributable in fractions (including provisions whereby
        fractional entitlements are disregarded or the benefit thereof accrues
        to the Company rather than to the Members concerned) and also to
        authorise any person to enter on behalf of all Members concerned into an
        agreement with the Company providing for any such capitalisation and
        matters incidental thereto and any agreement made under such authority
        shall be effective and binding on all concerned.


                                   ACCOUNTS


151.    ACCOUNTING RECORDS TO BE KEPT

        The Directors shall cause accounting records to be kept in accordance
        with the provisions of the Statutes.

152.    INSPECTION OF ACCOUNTING RECORDS

        The accounting records shall be kept at the Office or, subject to the
        provisions of the Statutes, at such other place or places as the
        Directors think fit, and shall always be open to the inspection of the
        officers of the Company.

153.    POWER TO EXTEND INSPECTION

        The Directors shall from time to time determine whether and to what
        extent and at what times and places and under what conditions or
        regulations the accounting records of the Company or any of them shall
        be open to the inspection of Members not being Directors, and no Member
        (not being a Director) shall have any right of inspecting any account or
        book or document of the Company except as conferred by statute or
        authorised by the Directors or by the Company in General Meeting.

154.    ANNUAL ACCOUNTS

        The Directors shall from time to time, in accordance with the provisions
        of the Statutes, cause to be prepared and to be laid before the Company
        in General Meeting copies of the Company's annual accounts, the
        Directors' report and the Auditors' report on those accounts.

155.    DELIVERY OF ANNUAL ACCOUNTS

        A copy of the Company's annual accounts, together with a copy of the
        Auditors' report and Directors' report, which is to be laid before the
        Company in General Meeting, shall not less


<PAGE>   54

        than 21 days before the date of the meeting be sent to every Member
        (whether or not he is entitled to receive notices of General Meetings
        of the Company) and every holder of debentures of the Company (whether
        or not he is so entitled) and to every other person who is entitled to
        receive notices of meetings from the Company under the provisions of
        the Statutes or these Articles. Provided that this Article shall not
        require a copy of these documents to be sent to any Member or holder
        of debentures to whom a summary financial statement is sent in
        accordance with the Statutes and provided further that this Article
        shall not require a copy of these documents to be sent to any person
        of whose address the Company is not aware or to more than one of the
        joint holders of any shares or debentures.


                                    AUDIT


156.    APPOINTMENT OF AUDITORS

        Auditors shall be appointed and their duties regulated in accordance
        with the provisions of the Statutes.


                                   NOTICES


157.    SERVICE OF NOTICE AND CURTAILMENT

157.1   A notice or other document (including a share certificate) may be given
        by the Company to any Member either personally or by sending it by post
        addressed to him at his registered address, or to any other address
        supplied by him to the Company for the giving of notice to him provided
        that the Company shall not be required under this article or otherwise
        to send, issue, deliver or otherwise supply any such notice or document
        into any jurisdiction where it would be unlawful to do so.

157.2   If at any time by reason of the suspension or any curtailment of postal
        services in the United Kingdom the Company is unable in the opinion of
        the Directors effectively to convene a General Meeting by notices sent
        through the post, a General Meeting may be convened by a notice
        advertised in at least one national newspaper and such notice shall be
        deemed to have been duly served on all Members and other persons
        entitled thereto at noon on the day when the advertisement has appeared.
        In any such case the Company shall send confirmatory copies of the
        notice by post if at least seven days prior to the date of the Meeting
        the posting of notices to addresses throughout the United Kingdom again
        becomes in the opinion of the Directors practicable.

157.3   Any notice, circular or other document may be served or delivered by the
        Company by reference to the Register at such time as the Directors shall
        resolve, being not more than 15 days before the date of service or
        delivery. No change in the Register after that time shall invalidate
        that service or delivery. Where any notice or other document is served
        on or delivered to any person in respect of a share in accordance with
        these Articles, no person deriving any title or interest in that share
        shall be entitled to any further service or delivery of that notice or
        document.

158.    DELETED

<PAGE>   55

159.    NOTICE DEEMED SERVED

        Where a notice or other document is sent by post, service of the notice
        or other document shall be deemed to be effected by properly addressing,
        prepaying, and posting a letter containing the notice or other document,
        and to have been effected at the latest within 24 hours if prepaid as
        first-class and within 72 hours if prepaid as second-class after the
        letter containing the same is posted; and in proving such service it
        shall be sufficient to prove that the letter containing the same was
        properly addressed and stamped and put in the post.

160.    NOTICE TO JOINT HOLDERS

        A notice or other document may be given by the Company to the joint
        holders of a share by giving the notice or other document to the joint
        holder first named in the Register in respect of the share.

161.    SERVICE OF NOTICE ON PERSONS ENTITLED BY TRANSMISSION

        A notice or other document may be given by the Company to the persons
        entitled to a share in consequence of the death or bankruptcy of a
        Member or otherwise by operation of law by sending it through the post
        in a prepaid letter addressed to them by name, or by the title of
        representatives of the deceased, or trustee of the bankrupt, or by any
        like description, at the address, if any, within the United Kingdom
        supplied for the purpose by the persons claiming to be so entitled, or
        (until such an address has been so supplied) by giving the notice or
        other document in any manner in which the same might have been given if
        the death or bankruptcy or other event had not occurred.

162.    DELETED



                           PROVISION FOR EMPLOYEES


163.    PROVISION FOR EMPLOYEES

        The power conferred upon the Company by article 668 of the Order to make
        provision for the benefit of persons employed or formerly employed by
        the Company or any of its subsidiaries, in connection with the cessation
        or the transfer to any person of the whole or part of the undertaking of
        the Company or any subsidiary shall only be exercised by the Company
        with the prior sanction of a Special Resolution. If at any time the
        capital of the Company is divided into different classes of shares, the
        exercise of such power as aforesaid shall be deemed to be a variation of
        the rights attached to each class of shares in issue and shall
        accordingly require either (i) the prior consent in writing of the
        holders of three-fourths of the issued shares or (ii) the prior sanction
        of an Extraordinary Resolution passed at a separate General Meeting of
        the holders of the shares, of each class, in accordance with the
        provisions of Article 17 hereof.


                                  WINDING UP


164.    DISTRIBUTION OF ASSETS

<PAGE>   56

        If the Company shall be wound up the Liquidator may, with the sanction
        of an Extraordinary Resolution of the Company and any other sanction
        required by the Statutes, divide amongst the Members in specie or kind
        the whole or any part of the assets of the Company (whether they shall
        consist of property of the same kind or not) and may, for such purpose,
        set such value as he deems fair upon any property to be divided as
        aforesaid and may determine how such division shall be carried out as
        between the Members or different classes of Members. The Liquidator may,
        with the like sanction, vest the whole or any part of such assets in
        trustees upon such trusts for the benefit of the contributories as the
        Liquidator, with the like sanction, shall think fit, but so that no
        Member shall be compelled to accept any shares or other securities or
        other assets whereon there is any liability.


                                    INDEMNITY


165.    INDEMNITY OF OFFICERS

        Subject to the provisions of the Statutes but without prejudice to any
        indemnity to which the person concerned may otherwise be entitled, every
        person who is or was at any time a Director or other officer of the
        Company shall be indemnified out of the assets of the Company against
        all costs, charges, expenses, losses or liabilities which he may sustain
        or incur in or about the actual or purported execution and/or discharge
        of the duties of his office and/or the exercise or purported exercise of
        his powers or discretions and/or otherwise in relation thereto or in
        connection therewith, including (without prejudice to the generality of
        the foregoing) any liability incurred by him in defending any
        proceedings, whether civil or criminal, in which judgement is given in
        his favour or in which he is acquitted or in connection with any
        application under article 154(3) or (4) or article 675 of the Order, in
        which relief is granted to him by the Court.